Indenture Dated 5/11/2004



  
 Exhibit 4.1 

 

  
 WHITING PETROLEUM CORPORATION 
  
 AND 
  
 THE GUARANTORS NAMED ON THE
SIGNATURE PAGE HEREOF 
  

  
 7 1/4% SENIOR
SUBORDINATED NOTES DUE 2012 
  

  
 INDENTURE 
  
 Dated as of May 11, 2004 
  

  
 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

  
 As Trustee 
  

  









 CROSS REFERENCE TABLE* 
  

					
		
	 Trust Indenture
 Act
Section

	  	 Indenture
 Section


	 310(a)(1)
	  	7.10	  	 
	 (a)(2)
	  	7.10	  	 
	 (a)(3)
	  	N/A	  	 
	 (a)(4)
	  	N/A	  	 
	 (a)(5)
	  	7.10	  	 
	 (b)
	  	7.10	  	 
	 (c)
	  	N/A	  	 
	 311(a)
	  	7.11	  	 
	 (b)
	  	7.11	  	 
	 (c)
	  	N/A	  	 
	 312(a)
	  	2.05	  	 
	 (b)
	  	11.03	  	 
	 (c)
	  	11.03	  	 
	 313(a)
	  	7.06	  	 
	 (b)(1)
	  	7.06	  	 
	 (b)(2)
	  	7.06, 7.07	  	 
	 (c)
	  	7.06, 11.02	  	 
	 (d)
	  	7.06	  	 
	 314(a)
	  	4.03, 4.04, 11.02	  	 
	 (b)
	  	N/A	  	 
	 (c)(1)
	  	11.04	  	 
	 (c)(2)
	  	11.04	  	 
	 (c)(3)
	  	N/A	  	 
	 (d)
	  	N/A	  	 
	 (e)
	  	11.05	  	 
	 (f)
	  	N/A	  	 
	 315(a)
	  	7.01	  	 
	 (b)
	  	7.05, 11.02	  	 
	 (c)
	  	7.01	  	 
	 (d)
	  	7.01	  	 
	 (e)
	  	6.11	  	 
	 316(a)(last sentence)
	  	2.08	  	 
	 (a)(1)(A)
	  	6.05	  	 
	 (a)(1)(B)
	  	6.04	  	 
	 (a)(2)
	  	N/A	  	 
	 (b)
	  	6.07	  	 
	 (c)
	  	9.04	  	 
	 317(a)(1)
	  	6.08	  	 
	 (a)(2)
	  	6.09	  	 
	 (b)
	  	2.04	  	 
	 318(a)
	  	11.01	  	 
	 (b)
	  	N/A	  	 
	 (c)
	  	11.01	  	 



	N/A	means not applicable. 

  

	*	This Cross-Reference Table is not part of the Indenture. 

  

 i 








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	 ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 
	 Section 1.01.
	  	Definitions	  	1
	 Section 1.02.
	  	Other Definitions	  	25
	 Section 1.03.
	  	Incorporation by Reference of Trust Indenture Act	  	25
	 Section 1.04.
	  	Rules of Construction	  	25
		
	 ARTICLE 2 THE NOTES
	  	 
	 Section 2.01.
	  	 Form and Dating
	  	26
	 Section 2.02.
	  	 Execution and Authentication
	  	26
	 Section 2.03.
	  	 Registrar and Paying Agent
	  	27
	 Section 2.04.
	  	 Paying Agent to Hold Money in Trust
	  	27
	 Section 2.05.
	  	 Noteholder Lists
	  	27
	 Section 2.06.
	  	 Transfer and Exchange
	  	28
	 Section 2.07.
	  	 Replacement Notes
	  	28
	 Section 2.08.
	  	 Outstanding Notes
	  	28
	 Section 2.09.
	  	 Temporary Notes
	  	29
	 Section 2.10.
	  	 Cancellation
	  	29
	 Section 2.11.
	  	 Defaulted Interest
	  	29
	 Section 2.12.
	  	 CUSIP Numbers
	  	29
	 Section 2.13.
	  	 Issuance of Additional Notes
	  	29
		
	 ARTICLE 3 REDEMPTION AND PREPAYMENT
	  	 
	 Section 3.01.
	  	 Notices to Trustee
	  	30
	 Section 3.02.
	  	 Selection of Notes to Be Redeemed
	  	30
	 Section 3.03.
	  	 Notice of Redemption
	  	31
	 Section 3.04.
	  	 Effect of Notice of Redemption
	  	32
	 Section 3.05.
	  	 Deposit of Redemption Price
	  	32
	 Section 3.06.
	  	 Notes Redeemed in Part
	  	32
	 Section 3.07.
	  	 Optional Redemption
	  	32
	 Section 3.08.
	  	 Mandatory Redemption
	  	33
	 Section 3.09.
	  	 Offer to Purchase by Application of Excess Proceeds
	  	33
		
	 ARTICLE 4 COVENANTS
	  	 
	 Section 4.01.
	  	 Payment of Notes
	  	35
	 Section 4.02.
	  	 Maintenance of Office or Agency
	  	35
	 Section 4.03.
	  	 Reports
	  	36
	 Section 4.04.
	  	 Compliance Certificate
	  	37
	 Section 4.05.
	  	 Taxes
	  	37
	 Section 4.06.
	  	 Stay, Extension and Usury Laws
	  	37
	 Section 4.07.
	  	 Limitation on Restricted Payments
	  	38
	 Section 4.08.
	  	 Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	40
	 Section 4.09.
	  	 Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock
	  	42

  

 ii 









					
	 Section 4.10.
	  	 Limitation on Asset Sales
	  	44
	 Section 4.11.
	  	 Limitation on Transactions with Affiliates
	  	46
	 Section 4.12.
	  	 Limitation on Liens
	  	47
	 Section 4.13.
	  	 Additional Subsidiary Guarantees
	  	47
	 Section 4.14.
	  	 Corporate Existence
	  	48
	 Section 4.15.
	  	 Offer to Repurchase Upon Change of Control
	  	48
	 Section 4.16.
	  	 No Inducements
	  	50
	 Section 4.17.
	  	 Permitted Business Activities
	  	50
	 Section 4.18.
	  	 Sale and Leaseback Transactions
	  	50
	 Section 4.19.
	  	 Anti-Layering
	  	51
	 Section 4.20.
	  	 Designation of Restricted and Unrestricted Subsidiaries
	  	51
		
	 ARTICLE 5 SUCCESSORS
	  	 
	 Section 5.01.
	  	 Merger, Consolidation, or Sale of Assets
	  	52
	 Section 5.02.
	  	 Successor Corporation Substituted
	  	52
		
	 ARTICLE 6 DEFAULTS AND REMEDIES
	  	 
	 Section 6.01.
	  	 Events of Default
	  	53
	 Section 6.02.
	  	 Acceleration
	  	55
	 Section 6.03.
	  	 Other Remedies
	  	55
	 Section 6.04.
	  	 Waiver of Past Defaults
	  	56
	 Section 6.05.
	  	 Control by Majority
	  	56
	 Section 6.06.
	  	 Limitation on Suits
	  	56
	 Section 6.07.
	  	 Rights of Holders of Notes to Receive Payment
	  	57
	 Section 6.08.
	  	 Collection Suit by Trustee
	  	57
	 Section 6.09.
	  	 Trustee May File Proofs of Claim
	  	57
	 Section 6.10.
	  	 Priorities
	  	57
	 Section 6.11.
	  	 Undertaking for Costs
	  	58
		
	 ARTICLE 7 TRUSTEE
	  	 
	 Section 7.01.
	  	 Duties of Trustee
	  	58
	 Section 7.02.
	  	 Rights of Trustee
	  	59
	 Section 7.03.
	  	 Individual Rights of Trustee
	  	60
	 Section 7.04.
	  	 Trustee’s Disclaimer
	  	60
	 Section 7.05.
	  	 Notice of Defaults
	  	60
	 Section 7.06.
	  	 Reports by Trustee to Holders of the Notes
	  	60
	 Section 7.07.
	  	 Compensation and Indemnity
	  	61
	 Section 7.08.
	  	 Replacement of Trustee
	  	62
	 Section 7.09.
	  	 Successor Trustee by Merger, etc
	  	63
	 Section 7.10.
	  	 Eligibility; Disqualification
	  	63
	 Section 7.11.
	  	 Preferential Collection of Claims Against Company
	  	63
		
	 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	 
	 Section 8.01.
	  	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	63
	 Section 8.02.
	  	 Legal Defeasance and Discharge
	  	63
	 Section 8.03.
	  	 Covenant Defeasance
	  	64
	 Section 8.04.
	  	 Conditions to Legal or Covenant Defeasance
	  	65
	 Section 8.05.
	  	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	66

  

 iii 









					
	 Section 8.06.
	  	 Repayment to Company
	  	67
	 Section 8.07.
	  	 Reinstatement
	  	67
	 Section 8.08.
	  	 Discharge
	  	67
		
	 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
	  	 
	 Section 9.01.
	  	 Without Consent of Holders of Notes
	  	68
	 Section 9.02.
	  	 With Consent of Holders of Notes
	  	69
	 Section 9.03.
	  	 Compliance with Trust Indenture Act
	  	71
	 Section 9.04.
	  	 Revocation and Effect of Consents
	  	71
	 Section 9.05.
	  	 Notation on or Exchange of Notes
	  	71
	 Section 9.06.
	  	 Trustee to Sign Amendments, etc
	  	72
		
	 ARTICLE 10 GUARANTEES OF NOTES
	  	 
	 Section 10.01.
	  	 Subsidiary Guarantees
	  	72
	 Section 10.02.
	  	 [Reserved]
	  	73
	 Section 10.03.
	  	 Guarantors May Consolidate, etc., on Certain Terms
	  	73
	 Section 10.04.
	  	 Releases of Subsidiary Guarantees
	  	74
	 Section 10.05.
	  	 [Reserved]
	  	74
	 Section 10.06.
	  	 Limitation on Guarantor Liability
	  	74
	 Section 10.07.
	  	 “Trustee” to Include Paying Agent
	  	74
		
	 ARTICLE 11 MISCELLANEOUS
	  	 
	 Section 11.01.
	  	 Trust Indenture Act Controls
	  	75
	 Section 11.02.
	  	 Notices
	  	75
	 Section 11.03.
	  	 Communication by Holders of Notes with Other Holders of Notes
	  	76
	 Section 11.04.
	  	 Certificate and Opinion as to Conditions Precedent
	  	76
	 Section 11.05.
	  	 Statements Required in Certificate or Opinion
	  	76
	 Section 11.06.
	  	 Rules by Trustee and Agents
	  	77
	 Section 11.07.
	  	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	77
	 Section 11.08.
	  	 Governing Law
	  	77
	 Section 11.09.
	  	 No Adverse Interpretation of Other Agreements
	  	77
	 Section 11.10.
	  	 Successors
	  	77
	 Section 11.11.
	  	 Severability
	  	77
	 Section 11.12.
	  	 Table of Contents, Headings, etc
	  	78
	 Section 11.13.
	  	 Counterparts
	  	78
		
	 ARTICLE 12 SUBORDINATION
	  	 
	 Section 12.01.
	  	 Agreement to Subordinate
	  	78
	 Section 12.02.
	  	 Liquidation, Dissolution, Bankruptcy
	  	78
	 Section 12.03.
	  	 Default on Senior Debt
	  	79
	 Section 12.04.
	  	 Acceleration of Payment of Notes
	  	79
	 Section 12.05.
	  	 When Distribution Must Be Paid Over; Reinstatement of Senior Debt
	  	79
	 Section 12.06.
	  	 Subrogation
	  	80
	 Section 12.07.
	  	 Relative Rights
	  	80
	 Section 12.08.
	  	 Subordination May Not Be Impaired by Company
	  	80
	 Section 12.09.
	  	 Rights of Trustee and Paying Agent; Rights of Holders of Senior Debt
	  	80

  

 iv 









					
	 Section 12.10.
	  	 Distribution or Notice to Representative
	  	81
	 Section 12.11.
	  	 Not to Prevent Events of Default or Limit Right to Accelerate
	  	81
	 Section 12.12.
	  	 Trust Moneys Not Subordinated
	  	82
	 Section 12.13.
	  	 Trustee Entitled to Rely
	  	82
	 Section 12.14.
	  	 Trustee to Effectuate Subordination
	  	82
	 Section 12.15.
	  	 Trustee Not Fiduciary for Holders of Senior Debt
	  	82
	 Section 12.16.
	  	 Reliance by Holders of Senior Debt on Subordination Provisions
	  	82
		
	 ARTICLE 13 SUBORDINATION OF SUBSIDIARY GUARANTEES
	  	 
	 Section 13.01.
	  	 Agreement to Subordinate
	  	83
	 Section 13.02.
	  	 Liquidation, Dissolution, Bankruptcy
	  	83
	 Section 13.03.
	  	 Default on Senior Debt
	  	84
	 Section 13.04.
	  	 Demand for Payment
	  	84
	 Section 13.05.
	  	 When Distribution Must Be Paid Over; Reinstatement of Senior Debt
	  	85
	 Section 13.06.
	  	 Subrogation
	  	85
	 Section 13.07.
	  	 Relative Rights
	  	85
	 Section 13.08.
	  	 Subordination May Not Be Impaired by Guarantors
	  	85
	 Section 13.09.
	  	 Rights of Trustee and Paying Agent; Rights of Holders of Senior Debt
	  	86
	 Section 13.10.
	  	 Distribution or Notice to Representative
	  	86
	 Section 13.11.
	  	 Article 13 Not to Prevent Events of Default or Limit Right to Demand Payment
	  	86
	 Section 13.12.
	  	 Trust Moneys Not Subordinated
	  	87
	 Section 13.13.
	  	 Trustee Entitled to Rely
	  	87
	 Section 13.14.
	  	 Trustee to Effectuate Subordination
	  	87
	 Section 13.15.
	  	 Trustee Not Fiduciary for Holders of Senior Debt of Guarantors
	  	87
	 Section 13.16.
	  	 Reliance by Holders of Senior Debt of Guarantors on Subordination Provisions
	  	88

  

 v 








 APPENDIX AND ANNEXES 
  

					
	 RULE 144A/REGULATION S APPENDIX
	  	App. -1
			
	 	  	 EXHIBIT 1 Form of Initial Note
	  	 
	 	  	 EXHIBIT A Form of Exchange Note or Private Exchange Note
	  	 
			
	 ANNEX A
	  	 Form of Supplemental Indenture
	  	A - 1
			
	 ANNEX B
	  	 Form of Registration Rights Agreement
	  	B - 1

  

 vi 








 This Indenture, dated as of May 11, 2004, is among Whiting Petroleum Corporation, a Delaware corporation
(the “Company”), the guarantors listed on the signature page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and J.P. Morgan Trust Company, National Association, a national banking association, as
trustee (the “Trustee”). 
  
 The Company, the Guarantors
and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Company’s Initial Notes, Exchange Notes, Private Exchange Notes and Additional Notes: 
  
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION 
 BY REFERENCE 
  
 Section 1.01. Definitions. 
  
 “ACNTA” means (without duplication), as of the date of
determination: 
  
 (1) the sum of: 
  
 (a) discounted future net revenue from proved crude oil and
natural gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with SEC guidelines before any state or federal income taxes, as estimated in a reserve report prepared as of the end of the Company’s most recently
completed fiscal year, which reserve report is prepared or reviewed by independent petroleum engineers as to reserves accounting for at least 80% of all such discounted future net revenue and by the Company’s petroleum engineers with respect to
any other reserves covered by such report, as increased by, as of the date of determination, the discounted future net revenue from: 
  
 (i) estimated proved crude oil and natural gas reserves of the Company and its Restricted Subsidiaries attributable to acquisitions
consummated since the date of such year-end reserve report, and 
  
 (ii) estimated crude oil and natural gas reserves of the Company and its Restricted Subsidiaries attributable to extensions, discoveries and other additions and upward determinations of estimates of proved crude oil
and natural gas reserves (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, production or other activities which
reserves were not reflected in such year-end reserve report, 
  
 in each case calculated in accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve report), and decreased by, as of the date of determination, the discounted future net revenue attributable to 
  
 (iii) estimated proved crude oil and natural gas reserves
of the Company and its Restricted Subsidiaries reflected in such year-end reserve 

  









 
report produced or disposed of since the date of such year-end reserve report and 
  
 (iv) reductions in the estimated proved crude oil and natural gas reserves of the Company and its
Restricted Subsidiaries reflected in such year-end reserve report since the date of such year-end reserve report attributable to downward determinations of estimates of proved crude oil and natural gas reserves due to exploration, development or
exploitation, production or other activities conducted or otherwise occurring since the date of such year-end reserve report, 
  
 in each case calculated in accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve report); provided, however, that, in the
case of each of the determinations made pursuant to clauses (i) through (iv), 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 revenue shall be confirmed in writing by an independent petroleum engineer; 
  
 (b) the capitalized costs that are attributable to crude oil and natural gas properties of the Company and
its Restricted Subsidiaries to which no proved crude oil and natural gas reserves are attributed, based on the Company’s books and records as of a date no earlier than the date of the Company’s latest annual or quarterly financial
statements; 
  
 (c) the Net Working Capital on a
date no earlier than the date of the Company’s latest annual or quarterly financial statements; and 
  
 (d) the greater of (I) the net book value on a date no earlier than the date of the Company’s latest annual or quarterly financial
statements and (II) 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;

  
 (2) minus, to the extent not otherwise taken
into account in the immediately preceding clause (1), the sum of: 
  
 (a) minority interests; 
  
 (b) any net gas balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Company’s latest audited financial statements; 
  
 (c) the discounted future net revenue, calculated in accordance with SEC guidelines (utilizing the same
prices utilized in the Company’s year-end reserve report), attributable to reserves subject to participation interests, overriding royalty interests or other interests of third parties, pursuant to 

  

 2 








 
participation, partnership, vendor financing or other agreements then in effect, or which otherwise are required to be delivered to third parties;

  
 (d) the discounted future net revenue,
calculated in accordance with SEC guidelines (utilizing the same prices utilized in the Company’s year-end reserve report), attributable to reserves that 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 on the schedules specified with respect thereto; and 
  
 (e) the discounted future net revenue, calculated in accordance with SEC guidelines, attributable to reserves subject to
Dollar-Denominated Production Payments that, based on the estimates of production included in determining the discounted future net revenue specified in the immediately preceding clause (1)(a) (utilizing the same prices utilized in the
Company’s year-end reserve report), would be necessary to satisfy fully the obligations of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments on the schedules specified with respect thereto.

  
 If the Company changes its method of accounting for its oil and gas properties
from the successful efforts method to the full cost method or a similar method of accounting, ACNTA will continue to be calculated as if the Company were still using the successful efforts method of accounting. 
  
 “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. 
  

 3 








 “Additional Interest” means all Additional Interest then owing pursuant to Section 6 of
the Registration Rights Agreement referred to in clause (1) of the definition of “Registration Rights Agreement” in the Appendix. 
  
 “Additional Notes” means, subject to the Company’s compliance with Section 4.09, 71⁄4% Senior Notes due 2012 issued from time to
time after the Initial Issuance Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange Notes or Private Exchange Notes issued pursuant to an exchange offer for other
Notes outstanding under this Indenture). 
  
 “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. 
  
 “Agent” means any Registrar or Paying Agent. 
  
 “Agent Members” has the meaning provided in the Appendix. 
  
 “Applicable Law,” except as the context may otherwise require, means all applicable laws, rules, regulations, ordinances, judgments, decrees, injunctions, writs and orders of any court or governmental
or congressional agency or authority and rules, regulations, orders, licenses and permits of any United States federal, state, municipal, regional, or other governmental body, instrumentality, agency or authority. 
  
 “Applicable Procedures” means, with respect to any transfer
or exchange of beneficial interests in a Global Note, the rules and procedures of the Depository that apply to such transfer and exchange. 
  
 “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 the provisions of Section 4.15 and/or the provisions of
Section 5.01 and not by the provisions of Section 4.10; 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. 
  

 4 








 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; 
  
 (4) the sale, lease or other disposition of equipment, inventory, accounts receivable or other properties or assets in the ordinary course of business, including, without limitation, any abandonment, farm-in,
farm-out, lease or sublease of any oil and gas properties or the forfeiture or other disposition of such properties pursuant to standard form operating agreements, in each case in the ordinary course of business in a manner customary in the Oil and
Gas Business; 
  
 (5) the sale or other
disposition of cash or Cash Equivalents; 
  
 (6)
a Restricted Payment that is permitted by Section 4.07 or a Permitted Investment; 
  
 (7) 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 the provisions
of Section 4.10; 
  
 (8) the creation or
perfection of a Lien (but not the sale or other disposition of the properties or assets subject to such Lien); 
  
 (9) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; and

  
 (10) the disposition of any of the 390,000
shares of Capital Stock of Delta Petroleum Corporation held by the Company as of the date of this Indenture. 
  
 “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. 
  

 5 








 “Bankruptcy Law” means Title 11, United States Code, as may be amended from time to
time, or any similar federal or state law for the relief of debtors. 
  
 “Beneficial Owner” has the meaning assigned 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 13(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. 
  
 “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 Denver, Colorado or in New York, New York or another place of payment are authorized or required by law to close. 
  

“Capital Lease Obligation” 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. 
  
 “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. 
  

 6 








 “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) commercial paper having the highest rating obtainable from Moody’s or S&P 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) the direct or indirect 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 properties or assets (including Capital Stock of the Restricted Subsidiaries) of the Company and its Restricted Subsidiaries taken as a whole,
to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act); 
  
 (2) the adoption of a plan relating to the liquidation or dissolution of the Company; 
  
 (3) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of
the Company, measured by voting power rather than number of shares; or 
  
 (4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. 
  
 “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency. 
  

 7 








 “Code” means the Internal Revenue Code of 1986, as amended. 
  
 “Commission” or “SEC” means the Securities
and Exchange Commission. 
  
 “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 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; minus (to the extent included in determining Consolidated Net Income):

  
 (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, 
  

 8 








 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 the Company or any of its Restricted Subsidiaries, on the one hand, and an Unrestricted Subsidiary, on the other hand, will be excluded;

  
 (5) any write-downs of non-current assets
will be excluded; provided that any ceiling limitation write-downs under Commission guidelines shall be treated as capitalized costs, as if such write-downs had not occurred; and 
  
 (6) 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 4.07 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. 
  

 9 








 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified
in Section 11.02 hereof or such other address as to which the Trustee may give notice to the Company. 
  
 “Credit Agreement” means that certain Credit Agreement, dated as of December 20, 2002, among Whiting, the financial institutions parties
thereto, Bank One, N.A., as Administrative Agent, and Wachovia Bank, National Association, as Syndication Agent, 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 from time to time. 
  
 “Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities
or secured capital markets financings, in each case 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 (or sell receivables to) such lenders against such receivables), letters of credit or secured capital markets financings, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced (including refinancing with any capital markets transaction) in whole or in part from time to time. 
  
 “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator 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. 
  
 “Depository” has the meaning provided in the Appendix. 
  
 “Designated Senior Debt” means: 
  
 (1) any Indebtedness outstanding from time to time under the Credit Facilities; and 
  
 (2) any other Senior Debt permitted under this Indenture the
principal amount of which is $25.0 million or more and that is from time to time designated by the Company as “Designated Senior Debt.” 
  
 “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 4.07. 
  

 10 








 “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. 
  
 “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) made for cash on a primary basis by
the Company after the date of this Indenture. 
  
 “Euroclear” means Euroclear Bank S.A./N.V. or any successor securities clearing agency. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Exchange Notes” has the meaning specified in the Appendix. 
  
 “Existing Indebtedness” means the aggregate principal amount
of Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement which is considered incurred under the first paragraph of Section 4.09) 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. In the event that the specified Person or
any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the
applicable four-quarter reference period and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred
at the beginning of such period. 
  
 In addition, for purposes of
calculating the Fixed Charge Coverage Ratio: 
  
 (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, subsequent to the commencement of the
applicable four-quarter reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of such period, including any Consolidated Cash Flow and any pro forma expense and cost
reductions that have occurred or are 

  

 11 








 
reasonably expected to occur, in the reasonable judgment of the chief financial or accounting 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 other regulation or policy of the Commission related thereto); 
  
 (2) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and 
  
 (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the
Calculation Date. 
  
 “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) the product of (a) 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, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed
as a decimal, 
  
 in each case, on a consolidated basis and in accordance with
GAAP. 
  

 12 








 “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. 
  
 “Government Securities”
means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged. 
  
 The term “guarantee” means a guarantee other than by
endorsement of negotiable instruments for collection in the ordinary course of business, 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. When used as a verb, “guarantee” has a correlative meaning. 
  
 “Guarantor” means (a) each Restricted Subsidiary of the Company named on the signature page hereof, (b) any other Restricted Subsidiary
of the Company that executes a supplement to this Indenture in accordance with Section 4.13 or 10.03 hereof and (c) the respective successors and assigns of such Restricted Subsidiaries, as required under Article 10 hereof, in each case until such
time as any such Restricted Subsidiary shall be released and relieved of its obligations pursuant to Section 8.02, 8.03 or 10.04 hereof. 
  
 “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 of 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 of 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. 
  

 13 








 “Holder” or “Noteholder” means a Person in whose name a Note is
registered. 
  
 “Income Fund Partnerships” means
Whiting-Park Production Partnership, Ltd., Whiting-Madison Production Partnership, Ltd. and Whiting 1988 Production Limited Partnership, Ltd., each a Texas limited partnership. 
  
 “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; 
  
 (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 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. 
  
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
  

 14 








 “Initial Issuance Date” means May 11, 2004. 
  
 “Initial Notes” has the meaning provided in the Appendix.

  
 “Initial Purchasers” has the meaning provided
in the Appendix. 
  
 “Investments” 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. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the fair
market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.07. The acquisition by the Company or any Subsidiary of the Company of a Person that
holds an Investment in a third Person will be deemed to be an Investment made by the Company or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person on
the date of any such acquisition in an amount determined as provided in the final paragraph of Section 4.07. 
  
 “Legal Holiday” means any calendar day other than a Business Day. If a payment date is a Legal Holiday, payment may be made on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 
  
 “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.

  
 “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 (1)(a) of the definition of ACNTA; 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 
  

 15 








 (2) any disposition of properties existing at the beginning of such fiscal quarter that
have been disposed of in compliance with Section 4.10. 
  
 “Material Domestic Subsidiary” means any one Domestic Subsidiary, or any group of two or more Domestic Subsidiaries, that is not a Guarantor at the time of determination and that at such time has either assets or quarterly
revenues in excess of 3.0% of the consolidated assets or quarterly revenues of the Company and its Restricted Subsidiaries, in each case based upon the most recent quarterly financial statements available to the Company. 
  
 “Moody’s” means Moody’s Investors Service, Inc.
and its successors. 
  
 “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) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales
commissions, and any relocation expenses incurred as a result of the Asset Sale, 
  
 (2) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements, 
  
 (3) amounts
required to be applied to the repayment of Indebtedness, other than under the Credit Facilities, secured by a Lien on the properties or assets that were the subject of such Asset Sale, and 
  
 (4) any reserve for adjustment in respect of the sale price
of such properties or assets established in accordance with GAAP. 
  

 16 








 “Net Working Capital” means: 
  
 (1) all current assets of the Company and its Restricted Subsidiaries, minus 
  
 (2) all current liabilities of the Company and its
Restricted Subsidiaries, except current liabilities included in Indebtedness; 
  
 in each case, on a consolidated basis and determined 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. 
  
 “Notes”
means the Initial Notes, the Exchange Notes, the Private Exchange Notes and the Additional Notes, treated as a single class. 
  
 “Notes Custodian” has the meaning specified in the Appendix. 
  
 “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 of the Company dated May 5, 2004 relating to the offering of the Initial
Notes. 
  
 “Officer” means, with respect to any
Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice
President of such Person. 
  
 “Officers’
Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal 

  

 17 








 
financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 11.05 hereof. 
  
 “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 of any production from those
interests; and 
  
 (3) any activity necessary,
appropriate or incidental to the activities described above. 
  
 “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 11.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee. 
  
 “Pari Passu
Indebtedness” means, with respect to any Excess Proceeds from Asset Sales, Indebtedness of the Company or any Guarantor that ranks equally in right of payment with the Notes or the Subsidiary Guarantees, as the case may be, and the terms of
which require the Company or such Restricted Subsidiary to apply such Excess Proceeds to offer to repurchase such Indebtedness. 
  
 “Permitted Business Investments” 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. 
  

 18 








 “Permitted Investments” means: 
  
 (1) any Investment in the Company or in a Restricted
Subsidiary of the Company; 
  
 (2) any Investment
in Cash Equivalents; 
  
 (3) any Investment by
the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment: 
  
 (a) such Person becomes a Restricted Subsidiary of the Company; or 
  
 (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially
all of its properties or assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; 
  
 (4) any Investment 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 4.10; 
  
 (5) any
Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; 
  
 (6) any Investments received in compromise of obligations of trade creditors or customers that were incurred in the ordinary course of
business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; 
  
 (7) Hedging Obligations permitted to be incurred under the “Incurrence of Indebtedness and Issuance of Preferred Stock”
covenant; 
  
 (8) Permitted Business Investments;
and 
  
 (9) other Investments in any Person
having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) that are at the time
outstanding, not to exceed the greater of $20.0 million and 2.5% of ACNTA. 
  
 “Permitted Junior Securities” means: 
  
 (1) Equity Interests in the Company or any Guarantor; or 
  
 (2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for
Senior Debt to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt pursuant to this Indenture. 
  

 19 








 “Permitted Liens” means: 
  
 (1) Liens securing any Indebtedness under any of the Credit Facilities or any other Senior Debt; 

 
 (2) Liens in favor of the Company or the Guarantors;

  
 (3) Liens on property of a Person existing at
the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary; 
  
 (4) Liens on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company,
provided that such Liens were in existence prior to the contemplation of such acquisition; 
  
 (5) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of Section 4.09
covering only the assets acquired with such Indebtedness and proceeds and products thereof; 
  
 (6) Liens existing on the date of this Indenture; and 
  
 (7) 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 

  

 20 








 
Noteholders 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 4.09 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. 
  
 “Private Exchange” has the meaning provided in the Appendix. 
  
 “Private Exchange Notes” has the meaning provided in the Appendix. 
  
 “Production Payments” means, collectively,
Dollar-Denominated Production Payments and Volumetric Production Payments. 
  
 “Purchase Agreement” has the meaning provided in the Appendix. 
  
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. 
  
 “Registered Exchange Offer” has the meaning provided in the
Appendix. 
  
 “Registration Rights Agreement” has
the meaning provided in the Appendix. 
  
 “Regulation
S” has the meaning provided in the Appendix. 
  
 “Representative” means the trustee, agent or other representative expressly authorized to act in such capacity with respect to any issue of Senior Debt. 
  
 “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust
Department of the Trustee (or any successor department of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
  
 “Restricted Global Note” has the meaning provided in the Appendix. 
  

 21 








 “Restricted Investment” means an Investment other than a Permitted Investment.

  
 “Restricted Subsidiary” of a Person means any
Subsidiary of the referent Person that is not an Unrestricted Subsidiary. 
  
 “Rule 144A” has the meaning provided in the Appendix. 
  
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

  
 “Sale and Leaseback Transaction” means an
arrangement relating to property owned by the Company or a Restricted Subsidiary on the Initial Issuance Date or thereafter acquired by the Company or a Restricted Subsidiary 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. 
  
 “SEC” or “Commission” means the Securities and Exchange Commission. 
  
 “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 on a parity with or
subordinated in right of payment to the Notes or any Subsidiary Guarantee; and 
  
 (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. 
  
 “Senior Subordinated Debt” of the Company means the Notes
and any other subordinated Indebtedness of the Company that specifically provides that such Indebtedness is to rank equally in right of payment with the Notes and is not subordinated by its terms to any other Indebtedness 

  

 22 








 
of the Company that is not Senior Debt. “Senior Subordinated Debt” of any Guarantor has a correlative meaning. 
  
 “Shelf Registration Statement” has the meaning provided in
the Appendix. 
  
 “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. 
  
 “Subsidiary” means, with respect to any specified Person: 
  
 (1) any corporation, association or other business entity (other than a partnership) of which more than 50%
of the total voting power of Voting Stock is at the time owned or controlled, directly or through another Subsidiary, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 
  
 (2) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof), but only if such Person and its
Subsidiaries are entitled to receive more than 20% of the assets of such partnership upon its dissolution. 
  
 “Subsidiary Guarantees” means the joint and several guarantees issued by all of the Guarantors pursuant to Article 10 hereof. 

 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) and the rules and regulations thereunder, as in effect on the date on which this Indenture is qualified under the TIA (except as provided in Section 9.01(i) and 9.03 hereof). 
  
 “Transfer Restricted Securities” has the meaning provided in
the Appendix. 
  
 “Trustee” means the party named
as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
  

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
  
 “Unrestricted Subsidiary” means any Subsidiary of the
Company (other than Whiting) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: 
  
 (1) has no Indebtedness other than Non-Recourse Debt; 
  

 23 








 (2) is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company; 
  
 (3) 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 Equity Interests or (b) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified levels of operating results; and 
  
 (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries. 
  
 Any designation of a Subsidiary of
the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes
of this Indenture and any Indebtedness of such Subsidiary will 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 Section 4.09, the
Company will be in default of such covenant. 
  
 “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. 
  
 “Whiting” means Whiting Oil and Gas Corporation, a Delaware corporation, and its successors. 
  

 24 








 Section 1.02. Other Definitions. 
  


			
	 Term

	  	Defined in
Section


	 “Affiliate Transaction”
	  	4.11
	 “Appendix”
	  	2.01
	 “Asset Sale Offer”
	  	3.09
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Purchase Date”
	  	4.15
	 “Change of Control Settlement Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “Discharge”
	  	8.08
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Payment Blockage Notice”
	  	12.03
	 “Payment Default”
	  	6.01
	 “Permitted Debt”
	  	4.09
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Settlement Date”
	  	3.09
	 “Subsidiary Guarantee Payment Blockage Notice”
	  	13.03
	 “Termination Date”
	  	3.09

  
 Section 1.03. Incorporation by
Reference of Trust Indenture Act. 
  
 Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. Any terms incorporated in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC
rule under the TIA have the meanings so assigned to them. 
  
 Section 1.04. 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; 
  

 25 








 (4) words in the singular include the plural, and in the plural include the singular;

  
 (5) provisions apply to successive events and
transactions; 
  
 (6) references to sections of
or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; and 
  
 (7) “herein,” “hereof” and other words of similar import refer to this Indenture as a
whole (as amended or supplemented from time to time) and not to any particular Article, Section or other subdivision 
  
 ARTICLE 2 
 THE NOTES 
  
 Section 2.01. Form and Dating. 
  
 Provisions relating to the Initial Notes, the Private Exchange Notes and the Exchange Notes are set forth in the Rule
144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in and expressly made part of this Indenture. The Initial Notes and the Trustee’s certificate of authentication therefor shall be substantially
in the form of Exhibit 1 to the Appendix which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes, the Private Exchange Notes and the Trustee’s certificate of authentication therefor shall be substantially
in the form of Exhibit A to the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is
subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in the Appendix are part of the
terms of this Indenture. 
  
 Section 2.02.
Execution and Authentication. 
  
 An Officer shall sign the Notes
for the Company by manual or facsimile signature. 
  
 If the
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. 
  
 A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall
be conclusive evidence that the Note has been authenticated under this Indenture. 
  
 On the Initial Issuance Date, the Trustee shall authenticate and deliver $150 million of 7 1/4% Senior Notes due 2012 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written
order of the Company signed by two Officers. Such 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, in the case of an issuance of Additional Notes pursuant


  

 26 








 
to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.09. 
  
 The Trustee may appoint an authenticating agent reasonably acceptable to the
Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 
  
 Section 2.03. 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 Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agent. 
  

The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent 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 any 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 7.07. The Company or any Domestic Subsidiary may act as Paying Agent or Registrar. 
  
 The Company initially appoints the Trustee as Registrar and Paying Agent in
connection with the Notes. 
  
 Section 2.04.
Paying Agent to Hold Money in Trust. 
  
 Prior to 11:00 a.m. New
York City time, on each due date of the principal and interest on any Note, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other
than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of
any default by the Company in making any such payment. If the Company or a Domestic 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 to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

  
 Section 2.05. Noteholder 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 Noteholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days before 

  

 27 








 
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 Noteholders. 
  
 Section 2.06. Transfer and Exchange. 
  
 The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer. When a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the
Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal
amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. The Company may require payment of a sum sufficient to cover any taxes, assessments or other governmental charges in
connection with any transfer or exchange pursuant to this Section (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 3.06, 4.10, 4.15 or 9.05). 
  
 Section 2.07. Replacement 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 and the Holder
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 and the Registrar from any loss which any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note. 
  
 Every replacement Note is an additional obligation of the Company. 
  
 Section 2.08. 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 as not outstanding. Except as otherwise provided in TIA §316(a), a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note. 
  
 If a Note is replaced
pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser. 
  
 If the Paying Agent segregates and holds in trust, in accordance with this Indenture, by 11:00 a.m. New York time, on a
redemption date or other maturity date money sufficient to pay all principal, premium, if any, 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, then on 

  

 28 








 
and after that date such Notes (or portions thereof) cease to be outstanding and interest and Additional Interest, if any, on them cease to accrue.

  
 Section 2.09. Temporary Notes. 
  
 Until definitive Notes are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes and deliver them in exchange for temporary Notes. 
  
 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 and destroy (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer,
exchange, payment or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the Trustee to deliver canceled Notes to the Company. The Company may not issue new Notes to replace Notes it has redeemed,
paid or delivered to the Trustee for cancellation. 
  
 Section 2.11. Defaulted Interest. 
  
 If the Company
defaults in a payment of interest on the Notes, the Company shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are
Noteholders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Noteholder a notice that states
the special record date, the payment date and the amount of defaulted interest to be paid. 
  
 Section 2.12. CUSIP Numbers. 
  
 The Company in issuing the Notes may use “CUSIP” numbers and corresponding “ISINs” (if then generally in use) and, if so, the Trustee
shall use “CUSIP” numbers and corresponding “ISINs” 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 numbers. 
  
 Section 2.13. Issuance of
Additional Notes. 
  
 The Company shall be entitled, subject to
its compliance with Section 4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the Initial Issuance Date, other than with respect to the date of issuance and issue price. The Initial
Notes issued on the Initial Issuance Date, any Additional Notes and all Exchange Notes or 

  

 29 








 
Private Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. 
  
 With respect to any Additional Notes, the Company shall set forth in a
resolution of the Board of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, 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, the issue date and the CUSIP number and
any corresponding ISIN of such Additional Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code;
and 
  
 (3) whether such Additional Notes shall
be Transfer Restricted Securities and issued in the form of Initial Notes as set forth in Exhibit 1 to the Appendix to this Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit A to the Appendix. 
  
 ARTICLE 3 
 REDEMPTION AND PREPAYMENT 
  
 Section 3.01. Notices to Trustee. 
  
 If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least
five Business Days (unless a shorter period shall be agreeable to the Trustee) before the date of giving notice of the redemption pursuant to Section 3.03, an Officers’ Certificate setting forth (i) the clause of Section 3.07 pursuant to which
the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed, (iv) the redemption price, and (v) whether it requests the Trustee to give notice of such redemption. Any such notice may be cancelled at any
time prior to the mailing of notice of such redemption to any Holder and shall thereby be void and of no effect. 
  
 Section 3.02. Selection of Notes to Be Redeemed. 
  
 If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the
Holders of the Notes 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. In the event of partial redemption other than on a pro rata basis, the particular Notes to be redeemed shall be selected, not less than five (5) Business Days (unless a shorter period shall be
agreeable to the Trustee) prior to the giving of notice of the redemption pursuant to Section 3.03, by the Trustee from the outstanding Notes not previously called for redemption. 
  
 The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount 

  

 30 








 
thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a
Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called
for redemption. 
  
 The provisions of the two preceding paragraphs
of this Section 3.02 shall not apply with respect to any redemption affecting only a Global Note, whether such Global Note is to be redeemed in whole or in part. In case of any such redemption in part, the unredeemed portion of the principal amount
of the Global Note shall be in an authorized denomination. 
  
 Section 3.03. Notice of Redemption. 
  
 Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in
connection with a Legal Defeasance, Covenant Defeasance or Discharge, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address. 
  
 The notice shall identify the Notes to be redeemed and shall state:

  
 (a) the redemption date; 
  
 (b) the redemption price; 
  
 (c) if any Note is being redeemed in part, the portion of
the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in a principal amount equal to the unredeemed portion shall be issued in the name of the Holder upon cancellation
of the original Note; 
  
 (d) the name and
address of the Paying Agent; 
  
 (e) that Notes
called for redemption must be surrendered to the Paying Agent to collect the redemption price; 
  
 (f) that, unless the Company defaults in making such redemption payment, interest and Additional Interest, if any, on Notes called for
redemption cease to accrue on and after the redemption date and the only remaining right of the Holders of such Notes is to receive payment of the redemption price upon surrender to the Paying Agent of the Notes redeemed; 
  
 (g) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed; and 
  
 (h) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed
on the Notes. 
  

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 If any of the Notes to be redeemed is in the form of a Global Note, then the Company shall modify such
notice to the extent necessary to accord with the procedures of the Depository applicable to redemption. 
  
 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, as provided in Section 3.01, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the second preceding
paragraph. 
  
 Section 3.04. Effect of Notice of
Redemption. 
  
 Once notice of redemption is mailed in accordance
with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 
  
 Section 3.05. Deposit of Redemption Price. 
  
 Prior to 11:00 a.m. New York time on the redemption date, the Company shall deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04 hereof) money sufficient in same day funds to pay the redemption price of and accrued interest and Additional Interest, if any, on all Notes to be
redeemed on that date. The Paying Agent shall promptly return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of and accrued interest and Additional Interest, if
any, on all Notes to be redeemed. 
  
 If the Company complies with
the provisions of the preceding paragraph, on and after the redemption date, interest and Additional Interest, if any, shall cease to accrue on the Notes or the portions of Notes called for redemption whether or not such Notes are presented for
payment, and the only remaining right of the Holders of such Notes shall be to receive payment of the redemption price upon surrender to the Paying Agent of the Notes redeemed. If any Note called for redemption shall not be so paid upon surrender
for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful, on any interest and
Additional Interest, if any, not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
  
 Section 3.06. Notes Redeemed in Part. 
  
 Upon surrender of a Note that is redeemed in part, the Company shall issue in the name of the Holder and the Trustee shall authenticate for the Holder at
the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 
  
 Section 3.07. Optional Redemption. 
  
 (a) Except as set forth in clause (b) of this Section 3.07, the Company shall not have the option to redeem the Notes pursuant to this Section 3.07 prior
to May 1, 2008. Thereafter, 

  

 32 








 
the Company shall have the option to redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 
  

				
	 YEAR

	  	PERCENTAGE

	 
	 2008
	  	103.6250	%
	 2009
	  	101.8125	%
	 2010 and thereafter
	  	100.0000	%

  
 (b) Notwithstanding
the provisions of clause (a) of this Section 3.07, at any time on or prior to May 1, 2007, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under this
Indenture at a redemption price of 107.25% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings, provided that:

  
 (1) at least 65% of the aggregate principal
amount of Notes (including any Additional Notes) issued under this Indenture remains outstanding immediately after the occurrence of each such redemption; and 
  

(2) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. 
  
 (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through Section 3.06 hereof. 
  
 Section 3.08. Mandatory Redemption. 
  
 Except as set forth under Sections 4.10 and 4.15 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes or to repurchase the Notes at the option of the Holders. 

 
 Section 3.09. Offer to Purchase by Application of Excess
Proceeds. 
  
 In the event that, pursuant to Section 4.10 hereof,
the Company shall be required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the procedures specified below. 
  
 The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to
the extent that a longer period is required by Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Settlement Date”), the Company shall purchase and pay for the
principal amount of Notes required to be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any
Notes so purchased shall be made in the manner prescribed in the Notes. 
  

 33 








 Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to
each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The
notice, which shall govern the terms of the Asset Sale Offer, shall state: 
  
 (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will
terminate (the “Termination Date”); 
  
 (b) the Offer Amount and the purchase price; 
  
 (c) that any Note not tendered or accepted for payment shall continue to accrue interest and Additional Interest, if any; 
  
 (d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest and Additional Interest, if any, after the Settlement Date; 
  
 (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note purchased and
may not elect to have only a portion of such Note purchased; 
  
 (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the
Note completed, to the Company or a Paying Agent at the address specified in the notice, before the Termination Date; 
  
 (g) that Holders shall be entitled to withdraw their election if the Company or the Paying Agent, as the case may be, receives, prior to
the Termination Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have
such Note purchased; 
  
 (h) that, if the
aggregate principal amount of Notes surrendered by Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount the Company is required to repurchase, the Trustee shall select the Notes and Pari Passu
Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of
$1,000, or integral multiples thereof, shall be purchased); and 
  
 (i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 
  

 34 








 If any of the Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company
shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. 
  
 Promptly after the Termination Date, the Company shall, to the extent lawful, accept for payment Notes or portions thereof tendered pursuant to the Asset
Sale Offer in the aggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall 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 Section 3.09 and Section 4.10. On the Settlement Date, the Company or the Paying Agent, as the case may be, shall mail or deliver to each tendering Holder an amount equal to the purchase price of the
Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on or before the Settlement Date.

  
 ARTICLE 4 
 COVENANTS 
  
 Section 4.01. Payment of Notes 
  
 The Company shall pay or cause to be paid the principal of, premium, if any, interest and Additional Interest, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Domestic Subsidiary thereof, holds as of 11:00 a.m.
New York time on the due date money deposited by the Company or a Guarantor in immediately available funds and designated for and sufficient to pay all principal, premium, if any, interest and Additional Interest, if any, then due. 
  
 The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. 
  
 Section 4.02. Maintenance of Office or Agency 
  

The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee) where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such


  

 35 








 
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
  
 The Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. Further, if at any time there shall be no such office or agency in the City of New York where the Notes may be
presented or surrendered for payment, the Company shall forthwith designate and maintain such an office or agency in the City of New York, in order that the Notes shall at all times be payable in the City of New York. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03.

  
 Section 4.03. Reports 
  
 (a) Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the
SEC’s rules and regulations under the Exchange Act and, within five Business Days of filing, or attempting to file, the same with the SEC, furnish to the Trustee and, upon its request, to any of the Holders of the Notes: 
  
 (1) 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 SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and 
  
 (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports. 
  
 The Company shall at all times comply with TIA
§ 314(a). 
  
 (b) The Company and the Guarantors shall
furnish to the Holders of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
  
 (c) If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial
statements 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. 
  

 36 








 Section 4.04. Compliance Certificate 
  
 (a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments of interest on the Notes are prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. 
  
 (b) [Reserved]. 
  
 (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer
becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 
  
 Section 4.05. Taxes 
  
 The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the
Holders of the Notes. 
  
 Section 4.06. Stay,
Extension and Usury Laws 
  
 Each of the Company and each of the
Guarantors covenants (to the extent that it may lawfully do so) that it shall 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 wherever enacted, now or at any
time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall
not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 
  

 37 








 Section 4.07. Limitation on Restricted Payments 
  
 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 (including, without limitation, any payment in connection with any merger or consolidation
involving the Company or any of its Restricted Subsidiaries) 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 as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09; 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), (4), (6) and (7) of the next succeeding paragraph), 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 April 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

  
 (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 

  

 38 








 
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) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have
been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), plus 
  
 (c) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for
cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus

  
 (d) to the extent that any Unrestricted
Subsidiary of the Company is redesignated as a Restricted Subsidiary after the date of this Indenture, the lesser of (i) the fair market value of the Company’s Investment in such Subsidiary as of the date of such redesignation or (ii) such fair
market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary. 
  
 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 subordinated Indebtedness
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); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3)(b) of the preceding paragraph;

  
 (3) the defeasance, redemption, repurchase,
retirement or other acquisition of subordinated Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness; 
  
 (4) the payment of any dividend by a Restricted Subsidiary
of the Company to the holders of its Equity Interests on a pro rata basis; 
  
 (5) 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, 

  

 39 








 
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 $1.0 million in any twelve-month period; 
  
 (6) 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; 
  
 (7) the payment of cash in lieu of fractional shares of
Capital Stock in connection with any transaction otherwise permitted under this Section 4.07; or 
  
 (8) other Restricted Payments in an aggregate amount since the date of this Indenture not to exceed $10.0 million. 
  
 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 $10.0 million. Not later than the date of making any Restricted Payment (excluding any Restricted Payment described in
the preceding clause (2), (3), (4), (6) or (7)) 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 Section
4.07 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture. For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment meets the criteria of more than one of
the categories of Restricted Payments described in the preceding clauses (1) – (8), the Company will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner
that complies with this Section 4.07. 
  
 Section
4.08. Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. 
  
 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. 
  

 40 








 However, the preceding restrictions of this Section 4.08 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) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;

  
 (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 the preceding paragraph; 
  
 (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that
Restricted Subsidiary pending its sale or other 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) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; 
  
 (10) provisions with respect to the disposition or
distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements respecting Permitted Business Investments and other similar agreements entered into in the ordinary course of business; and

  

 41 








 (11) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business. 
  
 Section 4.09. Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock 
  
 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 Guarantor will issue any Disqualified Stock, and the
Company will not permit any of its other Restricted Subsidiaries to 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 is incurred or such Disqualified
Stock is issued would have been at least 2.0 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. 
  
 The
first paragraph of this Section 4.09 will 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 additional 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
Subsidiaries thereunder) not to exceed an amount equal to the greater of (a) $210.0 million and (b) 15% of ACNTA as of the date of such incurrence; 
  
 (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 issued and sold on the Initial Issuance Date and the related Subsidiary Guarantees issued on the date of this Indenture and the Exchange Notes and the related Subsidiary Guarantees 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 $10.0 million at any time outstanding; 
  

 42 








 (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 the first paragraph of this
Section 4.09 or clause (2) or (3) of this paragraph 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 by another provision of this Section 4.09; 
  
 (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 

  

 43 








 
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 $25.0 million. 
  
 For purposes of determining compliance with this Section 4.09, 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) above, or is entitled to be incurred pursuant to the first paragraph of this Section
4.09, 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. Any indebtedness under Credit Facilities on the
date of this Indenture shall be considered incurred under the first paragraph of this Section 4.09. 
  
 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 4.09; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued. 
  
 Section 4.10. Limitation on Asset Sales. 
  
 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 of the assets or Equity Interests issued or sold or otherwise disposed of; 
  
 (2) the fair market value is determined by the Company’s Board of Directors and evidenced by a
resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and 
  

 44 








 (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 liabilities, 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 are assumed by the transferee of any such assets pursuant to a customary novation agreement that
releases the Company or such Subsidiary from 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. 
  
 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: 
  
 (I) to repay Senior Debt and, if the Senior Debt repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect thereto; 
  
 (II) 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; 
  
 (III) to acquire a majority
of the Voting Stock of one or more other Persons primarily engaged in the Oil and Gas Business; 
  
 (IV) to make one or more capital expenditures; or 
  
 (V) to acquire other long-term assets that are used or useful in the Oil and Gas Business. 
  
 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 paragraph will constitute
“Excess Proceeds.” 
  
 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 $20.0 million, the Company will make an Asset Sale Offer to all Holders of Notes, and to all holders of Pari Passu Indebtedness then
outstanding, to purchase the maximum principal amount of Notes and such 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 principal amount plus accrued and
unpaid interest, if any, to the Settlement 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 Settlement Date, and will be payable in cash. 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 

  

 45 








 
this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee will select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 
  
 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 provisions of this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of
such conflict. 
  
 Section 4.11. Limitation on
Transactions with Affiliates 
  
 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
$15.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 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 $25.0 million, 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. 
  

 46 








 The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject
to the provisions of the prior paragraph of this Section 4.11: 
  
 (1) any 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; 
  
 (2) transactions between
or among any of the Company and its Restricted Subsidiaries; 
  
 (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person; 
  
 (4) payment of reasonable directors’ fees and other benefits to persons who are not otherwise
Affiliates of the Company; 
  
 (5) provision of
officers’ and directors’ indemnification and insurance in the ordinary course of business to the extent permitted by law; 
  
 (6) transactions with any Income Fund Partnership in the ordinary course of business and consistent with past practices; 
  
 (7) sales of Equity Interests (other than Disqualified
Stock) to Affiliates of the Company; and 
  
 (8)
Restricted Payments that are permitted by Section 4.07. 
  
 Section 4.12. Limitation on Liens 
  
 The Company will not and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness or
Attributable Debt upon any of their property or assets, now owned or hereafter acquired, unless the Notes or any Subsidiary Guarantee of such Restricted Subsidiary, as applicable, is secured on an equal and ratable basis (or on a senior basis to, in
the case of obligations subordinated in right of payment to the Notes or such Subsidiary Guarantee, as the case may be) with the obligations so secured until such time as such obligations are no longer secured by a Lien. 
  
 Section 4.13. Additional Subsidiary Guarantees 

 
 If the Company or any of its Restricted Subsidiaries acquires or creates
another Material Domestic Subsidiary after the date of this Indenture, 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 Annex A 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, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the foregoing shall not apply to Subsidiaries of 

  

 47 








 
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 4.14.
Corporate Existence 
  
 Except as otherwise permitted pursuant to
the terms hereof (including consolidation and merger permitted by Section 5.01), the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, and the corporate, partnership or
other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; provided, however, that the Company
shall not be required to preserve the existence of any of its Restricted Subsidiaries if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries
taken as a whole and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 
  
 Section 4.15. Offer to Repurchase Upon Change of Control 
  
 (1) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a
“Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate
principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement (the “Change of Control Settlement 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 Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder
and the Trustee describing the transaction that constitutes the Change of Control and stating: 
  
 (a) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn
will be accepted for payment; 
  
 (b) the
purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (the “Change of Control Purchase Date”); 
  
 (c) that the Change of Control Offer will expire as of the
time specified in such notice on the Change of Control Purchase Date and that the Company shall pay the Change of Control Purchase Price for all Notes purchased as of the Change of Control Purchase Date promptly thereafter on the Change of Control
Settlement Date; 
  
 (d) that any Note not
tendered will continue to accrue interest and Additional Interest, if any; 
  

 48 








 (e) that, unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Settlement Date; 
  
 (f) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required
to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the
Paying Agent at the address specified in the notice prior to the termination of the Change of Control Offer on the Change of Control Purchase Date; 
  
 (g) that Holders will be entitled to withdraw their election if the Paying Agent receives, prior to the termination of the Change of
Control Offer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased;
and 
  
 (h) that Holders whose Notes are being
purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 
  
 If any of the Notes subject to a Change of Control Offer is in the form of a
Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws
or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions by virtue of such conflict.

  
 (2) On the Change of Control Purchase Date,
the Company shall, to the extent lawful, accept for payment all Notes or portions thereof (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date the
Company shall: 
  
 (a) deposit with the Paying
Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and 
  
 (b) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions of Notes being purchased by the Company. 
  

 49 








 On the Change of Control Settlement Date, the Paying Agent shall mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) and the Trustee shall 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, however, that each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. 
  
 (3) The Change of Control provisions described above shall be applicable whether or nor any other provisions of this Indenture are
applicable. 
  
 (4) Prior to complying with any
of the provisions of this Section 4.15, but in any event no later than the Change of Control Purchase Date, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing
outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. 
  
 (5) The Company shall not be required to make a Change of Control Offer following 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 properly tendered and not withdrawn under such
Change of Control Offer. 
  
 Section 4.16. No
Inducements 
  
 The Company shall not, and the Company shall not
permit any of its Subsidiaries, either directly or indirectly, to pay (or cause to be paid) any consideration, whether by way of interest, fee or otherwise, to any Beneficial Owner or Holder of the Notes for or as an inducement to any consent to any
waiver, amendment or supplement 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 the solicitation documents relating to such consent. 
  
 Section 4.17. Permitted 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 4.18.
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 in the first paragraph of Section 4.09 and (b) incurred a Lien to secure such
Indebtedness pursuant to Section 4.12; 
  

 50 








 (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, Section 4.10. 
  
 Section 4.19. Anti-Layering. 
  
 The Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of the Company and senior in any respect in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of
payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor’s Subsidiary Guarantee. 
  
 Section 4.20. 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 Section 4.07 or represent
Permitted Investments, as determined by the Company. That designation shall 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 Section 4.09, 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. 
  

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 ARTICLE 5 
 SUCCESSORS 
  
 Section 5.01. Merger, Consolidation, or Sale of Assets 
  
 The Company shall not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless: 
  
 (a) either (1) the Company is the surviving corporation or (2) 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 shall have been made is a corporation organized or existing under the laws of the United States, any state of the
United States or the District of Columbia; 
  
 (b) 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 shall have been made assumes all the
obligations of the Company under the Notes, this Indenture and the applicable Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; 
  
 (c) immediately after such transaction no Default or Event
of Default exists; 
  
 (d) 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 shall have been made will, at the time of such transaction and after
giving pro forma effect thereto and any related financing transaction 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 the first paragraph of Section 4.09 hereof; and 
  
 (e) 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. 
  
 Section 5.02. Successor Corporation Substituted 
  

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company
herein and shall be substituted for the Company (so that from and after the date of such consolidation, 

  

 52 








 
merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer
instead to the successor corporation and not to the Company); and thereafter, if the Company is dissolved following a transfer of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries take as a whole in
accordance with this Indenture, the Company shall be discharged and released from all obligations and covenants under this Indenture and the Notes. The Trustee shall enter into a supplemental indenture to evidence the succession and substitution of
such successor Person and such discharge and release of the Company. 
  
 ARTICLE 6 
 DEFAULTS AND REMEDIES 
  
 Section 6.01. Events of Default 
  
 An “Event of Default” occurs if one of the following shall have occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be occasioned by the provisions of Article 12 or 13 or be involuntary or be effected by operation of law): 
  
 (a) the Company defaults in the payment when due of interest or Additional Interest, if any, with respect to, the Notes, and such default
continues for a period of 30 days; 
  
 (b) the
Company defaults in the payment of the principal of or premium, if any, on the Notes when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; 
  
 (c) the Company fails to comply with the provisions of
Section 4.07, 4.09, 4.10, 4.15 or 5.01 hereof; 
  
 (d) the Company fails to comply with any other covenant or other agreement in this Indenture or the Notes for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then
outstanding of such failure; 
  
 (e) a default
occurs 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 Initial Issuance Date, if such default: 
  
 (1) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior
to the expiration of any grace period provided in such Indebtedness (a “Payment Default”); or 
  
 (2) results in the acceleration of such Indebtedness prior to its Stated Maturity 
  

 53 








 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 $15.0 million or more; 
  
 (f) the Company or any of its Subsidiaries fails to pay final judgments aggregating in excess of $15.0 million, 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); 
  
 (g) except as permitted by this Indenture, any Subsidiary
Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its
Subsidiary Guarantee; and 
  
 (h) the Company,
any Significant Subsidiary of the Company or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 
  
 (i) commences a voluntary case, 
  
 (ii) consents in writing to the entry of an order for relief
against it in an involuntary case, 
  
 (iii)
consents in writing to the appointment of a Custodian of it or for all or substantially all of its property, 
  
 (iv) makes a general assignment for the benefit of its creditors, or 
  
 (v) admits in writing it generally is not paying its debts as they become due; or 
  
 (i) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: 
  
 (i) is
for relief against the Company, any Significant Subsidiary of the Company or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case; 
  
 (ii) appoints a Custodian of the Company, any Significant
Subsidiary of the Company or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company, any Significant Subsidiary of the Company or any
group of Subsidiaries of the Company, that, taken together, would constitute a Significant Subsidiary; or 
  

 54 








 (iii) orders the liquidation of the Company, any Significant Subsidiary of the Company or
any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; 
  
 and the order or decree remains unstayed and in effect for 60 consecutive days. 
  
 Section 6.02. Acceleration 
  
 If any Event of Default occurs and is continuing, the Trustee, by notice to the Company, or the Holders of at least 25% in principal amount of the then
outstanding Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid interest,
Additional Interest, if any, and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, any Significant Subsidiary of the Company or
any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable without further action or notice, together with all accrued and unpaid interest, Additional
Interest, if any, and premium, if any, thereon. The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of Default (except with respect to nonpayment of principal, interest, premium or Additional Interest, if any, that have become due solely because of the acceleration) have
been cured or waived. 
  
 If an Event of Default occurs 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 had elected to redeem the Notes pursuant to
Section 3.07(a) hereof, 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 May 1, 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 that date, then the premium specified in Section 3.07(a) with respect to the first year that the
Notes may be redeemed at the Company’s option pursuant to Section 3.07(a) will also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. 
  
 Section 6.03. 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 and premium, interest and Additional Interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
  

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 of a Note in exercising any right or remedy accruing upon an Event of Default shall not 

  

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impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

  
 Section 6.04. Waiver of Past Defaults 
  
 Holders of a majority in principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of or premium,
interest or Additional Interest, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  
 Section 6.05. Control by Majority 
  
 Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Notes or that may involve the Trustee in personal liability. 
  
 Section 6.06. Limitation on Suits 
  
 A Holder of a Note
may pursue a remedy with respect to this Indenture or the Notes only if: 
  
 (a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default; 
  
 (b) the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the
remedy; 
  
 (c) such Holder of a Note or Holders
of Notes offer and, if requested, provide to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense; 
  
 (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the
provision of indemnity; and 
  
 (e) during such
60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. 
  
 A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

  

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 Section 6.07. Rights of Holders of Notes to Receive Payment 
  
 Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal of and premium, interest and Additional Interest, if any, on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), 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. 
  
 Section 6.08. Collection Suit by Trustee 
  
 If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of principal of, premium, interest and Additional Interest, if any, remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and
Additional Interest, if any, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

  
 Section 6.09. Trustee May File Proofs of Claim 
  
 The Trustee is authorized to 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 (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes
allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such 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 to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. 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 7.07 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 or adopt 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 pursuant to this Article, it shall pay out the money in the following order: 
  
 First: to the Trustee, its agents and attorneys for amounts
due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; 
  

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 Second: subject to the provisions of Articles 12 and 13 hereof, to Holders of Notes for
amounts due and unpaid on the Notes for principal, premium, 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, interest and
Additional Interest, if any, respectively; and 
  
 Third: to the Company or to such party as a court of competent jurisdiction shall direct. 
  
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 
  
 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 a 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 does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
  
 ARTICLE 7 
 TRUSTEE 
  
 Section 7.01. Duties of Trustee 
  
 (a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (i) the duties of the Trustee shall be determined solely by
the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee;
and 
  
 (ii) 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 or opinions furnished to the Trustee and conforming to the requirements 

  

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of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this
Indenture. 
  
 (c) The Trustee may not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
  
 (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
  
 (ii) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (iii) 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 6.05 hereof. 
  
 (d) Whether or
not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
  
 (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  
 Section 7.02. Rights of Trustee 
  
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such
Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
  
 (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 that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
  
 (e) 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. 
  

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 (f) 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 Holder shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such
request or direction. 
  
 (g) The Trustee shall have no duty to
inquire as to the performance of the Company’s covenants in Article 4 hereof. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (1) any Event of Default occurring pursuant to Section
6.01(a) or 6.01(b) hereof; or (2) any Default or Event of Default of which a Responsible Officer shall have received written notification or obtained actual knowledge. 
  
 (h) The permissive right of the Trustee to act hereunder shall not be construed as a duty. 
  
 Section 7.03. Individual Rights of Trustee 
  
 The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company, any Guarantor or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined
in the TIA) after a Default has occurred and is continuing, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also
subject to Sections 7.10 and 7.11 hereof. 
  
 Section 7.04. 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 or any money paid to the Company or upon the Company’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
  
 Section 7.05. Notice of Defaults 
  
 If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of or premium, if any, interest or Additional Interest on any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 
  
 Section 7.06. Reports by Trustee to Holders of the Notes 
  
 Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no 

  

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event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA § 313(b)(2) and § 313(b)(1). The Trustee shall also transmit by mail all reports as required by TIA § 313(c). 
  
 A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange. 
  

Section 7.07. Compensation and Indemnity 
  
 The Company shall pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee may agree in writing for the
Trustee’s acceptance of this Indenture and services hereunder. 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 promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel. 
  
 The Company and the Guarantors shall indemnify the
Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. 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 or the Guarantors of their obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel; provided that the Company will not be required to pay such fees and expenses if it assumes the Trustee’s defense with counsel acceptable to and approved by the Trustee
(such approval not to be unreasonably withheld) and there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company need not pay for any settlement made without its consent, which consent shall not
be unreasonably withheld. The Company need not reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful
misconduct of the Trustee. 
  
 The obligations of the Company and
the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. 
  
 To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 
  

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 When the Trustee incurs expenses or renders services after an Event of Default specified in Section
6.01(h) or (i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 
  
 The Trustee shall comply with the provisions of TIA § 313(b)(2) to the
extent applicable. 
  
 Section 7.08. Replacement of Trustee 
  
 A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. 
  
 The Trustee may resign in writing upon 60 days notice at any time and be discharged from the trust hereby created by so notifying the Company. The Holders
of Notes of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing and may appoint a successor trustee with the consent of the Company. The Company may remove the
Trustee if: 
  
 (a) the Trustee fails to comply
with Section 7.10 hereof; 
  
 (b) the Trustee is
adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 
  
 (c) a receiver, Custodian or public officer takes charge of the Trustee or its property; or 
  
 (d) the Trustee becomes incapable of acting. 
  
 If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to
replace the successor Trustee appointed by the Company. 
  
 If a
successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition any
court of competent jurisdiction for the appointment of a successor Trustee. 
  
 If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10 hereof, such Holder of a Note may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of 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 

  

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Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of the Notes. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to
this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
  
 Section 7.09. Successor Trustee by Merger, etc 
  
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee. As soon as practicable, the successor Trustee shall mail a notice of its succession to the Company and the Holders of the Notes. 
  
 Section 7.10. Eligibility; Disqualification 
  
 There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. 
  
 This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA §
310(b). 
  
 Section 7.11. Preferential Collection of Claims Against Company

  
 The Trustee is subject to 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 therein. 
  
 ARTICLE 8 
 LEGAL
DEFEASANCE AND COVENANT DEFEASANCE 
  
 Section 8.01. Option to Effect Legal
Defeasance or Covenant Defeasance 
  
 The Company may, at the
option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, exercise its rights under either Section 8.02 or 8.03 hereof with respect to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8. 
  
 Section 8.02. Legal Defeasance
and Discharge 
  
 Upon the Company’s exercise under Section
8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged its obligations with respect to all outstanding Notes, and
each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied 

  

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(hereinafter, “Legal Defeasance”). 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, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section
8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee 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 Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the
Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith
and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 

 
 If the Company exercises its Legal Defeasance option, each Guarantor will
be released and relieved of any obligations under its Subsidiary Guarantee and any security for the Notes (other than the trust) will be released. 
  
 Section 8.03. Covenant Defeasance 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Article 4 (other than those in Sections 4.01, 4.02, 4.06 and 4.14) and in clause (d) of Section 5.01 hereof on and after the date
the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), 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 any Guarantor 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section
8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(e) through 6.01(g) hereof shall not constitute Events of Default. 
  

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 If the Company exercises its Covenant Defeasance option, each Guarantor will be released and relieved of
any obligations under its Subsidiary Guarantee and any security for the Notes (other than the trust) will be released. 
  
 Section 8.04. Conditions to Legal or Covenant Defeasance 
  
 In order to exercise either Legal Defeasance or Covenant Defeasance: 
  
 (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in
U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, interest and
Additional Interest, 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; 
  
 (b) in the case
of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: 
  
 (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

  
 (2) since the Initial Issuance Date, 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 will not recognize income, gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on 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; 
  
 (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on 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; 
  
 (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the incurrence of Indebtedness or the grant of Liens securing such Indebtedness, all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article 8 concurrently with such incurrence or
within 30 days thereof) or insofar as Events of Default described in clause (h) or (i) of Section 6.01 are concerned, at any time in the period ending on the 91st day after the day of deposit; 
  

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 (e) 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; 
  
 (f) the Company shall have delivered to the Trustee an
Opinion of Counsel (which may be based on such solvency certificates or solvency opinions as counsel deems necessary or appropriate) 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 will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

  
 (g) the Company shall have delivered to the
Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors
of the Company or others; and 
  
 (h) the Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 

 

	Section	8.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 

  
 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee pursuant to Section 8.04 or 8.08 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 such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Interest,
if any, but such money 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 8.04 or 8.08 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 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 or 8.08 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be 

  

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deposited to effect an equivalent Legal Defeasance, Covenant Defeasance or Discharge, as the case may be. 
  
 Section 8.06. Repayment to Company. 
  
 Subject to applicable escheat and abandoned property laws, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or premium, interest or Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal,
premium, interest or Additional Interest, if any, has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as a secured
creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, 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 money 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 money then remaining will be repaid to the Company. 
  
 Section 8.07. Reinstatement. 
  
 If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.05 hereof, 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 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.05 hereof; provided, however, that, if the Company makes any payment of principal of or premium, interest, Additional Interest, if any, on any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
  
 Section 8.08. Discharge. 
  
 This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of
Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional
Interest, if any, on such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s obligations in connection therewith), 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 

  

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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 under this Indenture; 
  
 (4) the Company has delivered irrevocable instructions to the Trustee 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 an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge of this Indenture (“Discharge”) have been satisfied. 
  
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER 
  
 Section 9.01. Without Consent of Holders of Notes. 
  
 Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: 
  
 (a) to cure any ambiguity, defect or inconsistency; 
  
 (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; 
  
 (c) to provide for the assumption of the Company’s
obligations to the Holders of Notes pursuant to Article 5 hereof; 
  

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 (d) to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder, provided that any change to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights hereunder of any
Holder; 
  
 (e) to secure the Notes or the
Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; 
  
 (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; 
  
 (g) to add any additional Guarantor with respect to the
Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 hereof; 
  
 (h) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or

  
 (i) to evidence or provide for the acceptance
of appointment under this Indenture of a successor Trustee. 
  
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
  
 Section 9.02. With Consent of Holders of Notes. 

 
 Except as provided above in Section 9.01 and below in this Section 9.02,
the Company, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). 
  
 Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such amended or 

  

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supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
  
 It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 
  
 After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.
Subject to Sections 6.04 and 6.07 hereof and to the last paragraph of this Section 9.02, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of
this Indenture or the 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): 
  
 (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
  
 (b) reduce the principal of or change the fixed maturity of any Note or alter
any of the provisions with respect to the redemption or repurchase of the Notes (except as provided in Sections 3.09, 4.10 and 4.15 hereof); 
  
 (c) reduce the rate of or change the time for payment of interest on any Note; 
  
 (d) waive a Default or Event of Default in the payment of principal of or premium, interest or Additional Interest, 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); 
  
 (e) make any Note payable in money other than that stated in the Notes;

  
 (f) make any change in the provisions of this Indenture
relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or premium, interest or Additional Interest, if any, on the Notes (except as permitted in clause (g) below); 

 
 (g) waive a redemption or repurchase payment with respect to any Note
(other than a payment required by Sections 3.09, 4.10 and 4.15 hereof); 
  
 (h) 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 
  
 (i) make any change in the preceding amendment, supplement and waiver provisions. 
  

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 In addition, any amendment or supplement to, or waiver of, the provisions of this Indenture relating to
subordination of the Notes or the Subsidiary Guarantees to Senior Debt that adversely affects the rights of the Holders of the Notes shall require the consent of the Holders of at least 75% in principal amount of Notes then outstanding. 

 
 Section 9.03. Compliance with Trust Indenture Act.

  
 Every amendment or supplement to this Indenture or the Notes
shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect. 
  
 A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a purchase, tender or exchange of such
Holder’s Notes shall not be rendered invalid by such purchase, tender or exchange. 
  
 Section 9.04. Revocation and Effect of Consents. 
  
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by
the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or
subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder. 
  
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then notwithstanding the last sentence of
the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment or waiver or revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date except to the extent that the requisite number of consents to the amendment, supplement or
waiver have been obtained within such 90-day period or as set forth in the next paragraph of this Section 9.04. 
  
 After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (a) through
(i) of Section 9.02, in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same indebtedness as the consenting
Holder’s Note. 
  
 Section 9.05. Notation on
or Exchange of Notes. 
  
 The Trustee may place an appropriate
notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver. 
  

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 Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of
such amendment, supplement or waiver. 
  
 Section
9.06. Trustee to Sign Amendments, etc. 
  
 The Trustee shall sign
any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental
indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate
and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 
  
 ARTICLE 10 
 GUARANTEES OF NOTES 
  
 Section 10.01. Subsidiary Guarantees. 
  
 Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantee, on a senior subordinated basis in accordance with Article 13, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium, interest and Additional Interest, if any, on the Notes will be promptly paid in full
when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, (to the extent permitted by law) interest and Additional
Interest, if any, on the Notes, and all other payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace
period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same
immediately, subject to the provisions of Article 13. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the
Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. 
  
 The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any
other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor 

  

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further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations
contained in the Notes and this Indenture. 
  
 If any Holder or
the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Company or any
Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of
subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. 
  
 Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided
in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of
acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the
right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees. 
  
 Section 10.02. [Reserved]. 
  
 Section 10.03. Guarantors May Consolidate, etc., on Certain Terms. 
  
 (a) No Guarantor shall sell or otherwise dispose of all or substantially all
of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor), unless, (i) either (1) 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental
indenture, substantially in the form of Annex A hereto, under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein, or (2) the Net Proceeds of such sale or other disposition are applied in accordance with the provisions
of Section 4.10, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. 
  
 (b) In the case of any such consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to
the Trustee and substantially in the form of Annex A hereto, of the Subsidiary Guarantee and the due and punctual performance of all of the covenants of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. 
  

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 Section 10.04. Releases of Subsidiary Guarantees. 
  
 The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection
with any sale or other disposition of all or substantially all of the properties or assets of such 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 4.10; or (2) in connection with any sale or other disposition of all of the Capital Stock of such 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 4.10; 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 or Discharge in accordance with Article 8. 
  
 Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the foregoing clauses (1) – (4) has occurred,
the Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10. 
  
 Section 10.05. [Reserved]. 
  
 Section 10.06. Limitation on Guarantor Liability.

  
 The obligations of each Guarantor under its Subsidiary
Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities 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 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 and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. 
  
 Section 10.07. “Trustee” to Include Paying Agent. 
  
 In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article 10 shall in each case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its
meaning as fully and for all intents and purposes as if such Paying Agent were named in this Article 10 in place of the Trustee. 
  

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 ARTICLE 11 
 MISCELLANEOUS 
  
 Section 11.01. Trust Indenture Act Controls. 
  
 If any
provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), such TIA-imposed duties shall control. 
  
 Section 11.02. Notices. 
  
 Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing (in the English language) and delivered
in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: 
  
 If to the Company or the Guarantors: 
  
 Whiting Petroleum Corporation 
 1700 Broadway, Suite 2300 
 Denver, Colorado
80290-2300 
 Attention: Chief Financial Officer 
 Telecopier No.: (303) 861-4023 
  
 with a copy to: 
  
 Foley & Lardner LLP 

777 East Wisconsin Avenue 
 Milwaukee,
Wisconsin 53202 
 Attention: Benjamin F. Garmer, III 
 Telecopier No.: (414) 297-4900 
  
 If to the Trustee: 
  
 J.P. Morgan Trust Company,
National Association 
 370 17th Street, 32nd Floor 
 Denver, Colorado 80202 
 Attention: Institutional Trust Services 
 Telecopier No.: (303) 607-7890 
  
 The Company, any of the Guarantors or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or
communications. 
  
 All notices and communications (other than
those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied;
and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery in each case to the address shown above. 
  

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 Any notice or communication to a Holder shall be mailed by first class mail, certified or registered,
return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(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 within the time prescribed, it is duly given, whether or
not the addressee receives it. 
  
 If the Company mails a notice
or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 
  
 Section 11.03. Communication by Holders of Notes with Other Holders of Notes 
  
 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 11.04. Certificate and Opinion as to Conditions Precedent 
  
 Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee: 
  
 (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 
  
 (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
  
 Section 11.05. Statements Required in Certificate or Opinion. 
  
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other
than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 
  
 (a) a statement that the person making such certificate or opinion has read such covenant or condition; 
  
 (b) 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; 
  

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 (c) a statement that, in the opinion of such person, he or she 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 satisfied; and 
  
 (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. 
  
 Section 11.06. Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  

	Section	11.07. No Personal Liability of Directors, Officers, Employees and Stockholders. 

  
 No past, present or future 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, the Subsidiary Guarantees or this Indenture 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. The waiver and release are part of the consideration for issuance of the Notes. 
  
 Section 11.08. 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 11.09. 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 its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  
 Section 11.10. Successors. 
  
 All agreements of the Company and the Guarantors in this Indenture and the
Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. 
  
 Section 11.11. 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. 
  

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 Section 11.12. Table of Contents, Headings, etc. 
  
 The Table of Contents, Cross-Reference Table and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
  
 Section 11.13. Counterparts. 
  
 This Indenture may be signed in counterparts and by the different parties
hereto in separate counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. 
  
 ARTICLE 12 
 SUBORDINATION 
  
 Section 12.01. Agreement to Subordinate. 
  
 The Company agrees, and each Noteholder by accepting a Note agrees, that the
payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes and any other Obligation of the Company in respect of the Notes (including any obligation to purchase Notes) is subordinated in right of
payment, to the extent and in the manner provided in this Article 12, to the prior payment in full in cash of all Obligations in respect of Senior Debt of the Company, including the Obligations of the Company under the Credit Agreement, whether
outstanding on the date of this Indenture or thereafter incurred, and that the subordination is for the benefit of and shall be enforceable directly by the holders of such Senior Debt. The Notes shall rank equally in right of payment with all other
Senior Subordinated Debt of the Company, and only Indebtedness of the Company that is Senior Debt of the Company shall rank senior in right of payment to the Notes in accordance with the provisions set forth herein. All provisions of this Article 12
shall be subject to Section 12.12. All references to “Senior Debt” in this Article 12 are to Senior Debt of the Company. 
  
 Section 12.02. Liquidation, Dissolution, Bankruptcy. 
  
 Upon any payment or other distribution of the assets of the Company to creditors upon a liquidation or dissolution of the
Company, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, or in an assignment for the benefit of creditors or in any marshaling of the Company’s assets and liabilities:

  
 (1) holders of Senior Debt of the Company shall be entitled to
receive payment in full in cash of all Obligations due in respect of such Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not an allowable claim in
such proceeding) before Noteholders shall be entitled to receive any payment with respect to the Notes; and 
  
 (2) until all Obligations with respect to such Senior Debt are paid in full in cash, any payment or other distribution to which Noteholders would be
entitled but for this Article 12 shall be made to holders of such Senior Debt as their interests may appear, except that Noteholders 

  

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may receive and retain Permitted Junior Securities and payments made from a trust already established pursuant to Article 8. 
  
 Section 12.03. Default on Senior Debt. 
  
 The Company shall not pay the principal of, premium, if any, interest or
Additional Interest, if any, on the Notes or make any deposit pursuant to Article 8 and shall not purchase, redeem or otherwise retire any Notes or make any other payment with respect to the Notes (collectively, “pay the Notes”), except
that Noteholders may receive and retain Permitted Junior Securities and payments made from a trust already established pursuant to Article 8, if either: 
  
 (1) a default (a “payment default”) in the payment of the principal of, premium, if any, or interest on, or any other Obligation in respect of,
any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or 
  
 (2) any other default (a “nonpayment default”) occurs and is continuing with respect to any Designated Senior Debt that permits holders of such Designated Senior Debt to accelerate its maturity (or that
would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company or the holders of such Designated Senior
Debt. 
  
 Except as provided in Section 12.02, payments on the
Notes may and shall be resumed: 
  
 (1) in the case of a payment
default, upon the date on which such default is cured or waived; and 
  
 (2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any
Designated Senior Debt has been accelerated. 
  
 No new Payment
Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing with respect to any Designated Senior Debt on the date
of delivery of any Payment Blockage Notice to the Trustee with respect to such Designated Senior Debt shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than
90 days. 
  
 Section 12.04. Acceleration of
Payment of Notes. 
  
 If payment of the Notes is accelerated
because of an Event of Default, the Company shall promptly notify the holders of Designated Senior Debt (or their Representatives) of the acceleration. 
  
 Section 12.05. When Distribution Must Be Paid Over; Reinstatement of Senior Debt. 
  
 If a payment or other distribution is made to the Trustee or any of the
Noteholders that because of this Article 12 should not have been made to them, the Trustee or any of the 

  

 79 








 
Noteholders who receive the distribution shall hold it in trust for holders of Senior Debt of the Company and pay it over and deliver it to them (or their
Representatives) as their interests may appear. 
  
 To the extent
any payment of or distribution in respect of Senior Debt (whether by or on behalf of the Company as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be
paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution is recovered by, or paid over
to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

  
 Section 12.06. Subrogation. 
  
 After all Senior Debt of the Company is paid in full (and all commitments
with respect to such Senior Debt have terminated) and until the Notes are paid in full, Noteholders shall be subrogated to the rights of holders of such Senior Debt to receive distributions applicable to such Senior Debt. A distribution made under
this Article 12 to holders of such Senior Debt which otherwise would have been made to Noteholders is not, as between the Company and Noteholders, a payment by the Company on such Senior Debt. 
  
 Section 12.07. Relative Rights. 
  
 This Article 12 defines the relative rights of Noteholders and holders of
Senior Debt of the Company. Nothing in this Indenture shall: 
  
 (1) impair, as between the Company and Noteholders, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium, if any, and interest and Additional Interest, if any, on the Notes in accordance with
their terms; or 
  
 (2) prevent the Trustee or any Noteholder from
exercising its available remedies upon an Event of Default, subject to the rights of holders of Senior Debt to receive payments and distributions otherwise payable to Noteholders and to block payments on the Notes as provided in this Article 12.

  
 Section 12.08. Subordination May Not Be
Impaired by Company. 
  
 No right of any present or future
holders of any Senior Debt to enforce subordination as provided in this Article 12 will at any time in any way be prejudiced or impaired by noncompliance by the Company with the terms of this Indenture, regardless of any knowledge thereof that any
such holder of Senior Debt may have or otherwise be charged with. 
  
 Section 12.09. Rights of Trustee and Paying Agent; Rights of Holders of Senior Debt. 
  
 Notwithstanding Section 12.03, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the
existence of facts that under this Article 12 would prohibit the making of any such payments unless, not less than one 

  

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Business Day prior to the date of such payment, a Trust Officer of the Trustee receives notice that such payments are prohibited by this Article 12. The
Company, the Registrar, the Paying Agent, a Representative or a holder of Senior Debt shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt has a Representative, only the Representative shall be entitled to give
the notice. 
  
 The Trustee in its individual or any other
capacity shall be entitled to hold Senior Debt with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth
in this Article 12 with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in
this Article 12 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. 
  
 The holders of Senior Debt may, at any time and from time to time subject to the terms of such Senior Debt, without the consent of or notice to the
Trustee or the Noteholders, without incurring responsibility to the Noteholders and without impairing or releasing the subordination provided in this Indenture or the obligations hereunder of the Noteholders to the holders of Senior Debt, do any one
or more of the following: 
  
 (1) change the manner, place or
terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding or secured; 
  
 (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt;

  
 (3) release any Person liable in any manner for the collection
of Senior Debt; and 
  
 (4) exercise or refrain from exercising
any rights against the Company and any other Person. 
  
 Section 12.10. Distribution or Notice to Representative. 
  
 Whenever any Person is to make a distribution or give a notice to holders of Senior Debt of the Company, such Person shall be entitled to make such distribution or give such notice to their Representative (if any). 
  
 Section 12.11. Not to Prevent Events of Default or Limit
Right to Accelerate. 
  
 The failure to make a payment pursuant
to the Notes by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 12 shall have any effect on the right of the Noteholders or the Trustee to accelerate the maturity
of the Notes. 
  

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 Section 12.12. Trust Moneys Not Subordinated. 
  
 Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of Government Securities held in trust under Article 8 by the Trustee for the payment of principal of, premium, if any, and interest and Additional Interest, if any, on the Notes shall not be subordinated to the prior payment
of any Senior Debt or subject to the restrictions set forth in this Article 12, and none of the Noteholders shall be obligated to pay over any such amount to the Company or any holder of Senior Debt or any other creditor of the Company. 

 
 Section 12.13. Trustee Entitled to Rely. 
  
 Upon any payment or distribution pursuant to this Article 12, the Trustee
and the Noteholders shall be entitled to rely (1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (2) upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to the Noteholders or (3) upon the Representatives of Senior Debt for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the
holders of such Senior Debt and other Debt of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12. 
  
 Section 12.14. Trustee to Effectuate Subordination. 
  
 Each Noteholder by accepting a Note authorizes and directs the Trustee on its behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes. 
  
 Section 12.15. Trustee Not Fiduciary for Holders of Senior Debt. 
  
 The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and, subject to Section 7.01, shall
not be liable to any such holders if it shall mistakenly pay over or distribute to Noteholders or the Company or any other Person, money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article 12 or otherwise.

  
 Section 12.16. Reliance by Holders of Senior
Debt on Subordination Provisions. 
  
 Each Noteholder by
accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Debt, whether such Senior Debt was created or acquired before or after
the 

  

 82 








 
issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of such Senior Debt shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. 
  
 ARTICLE 13 
 SUBORDINATION OF SUBSIDIARY
GUARANTEES 
  
 Section 13.01. Agreement to
Subordinate. 
  
 Each Guarantor agrees, and each Noteholder by
accepting a Note agrees, that the payment of such Guarantor’s Subsidiary Guarantee (including any amounts in respect of the principal of, premium, if any, or interest or Additional Interest, if any, on the Notes and any other Obligation in
respect of the Notes, including any obligation of the Company to purchase Notes) is subordinated in right of payment, to the extent and in the manner provided in this Article 13, to the prior payment in full in cash of all Obligations in respect of
Senior Debt of such Guarantor, including such Guarantor’s Obligations under the Credit Agreement, whether outstanding on the date of this Indenture or thereafter incurred, and that the subordination is for the benefit of and shall be
enforceable directly by the holders of such Senior Debt. The Subsidiary Guarantee of a Guarantor shall rank equally in right of payment with all other Senior Subordinated Debt of such Guarantor, and only Indebtedness of such Guarantor that is Senior
Debt of such Guarantor shall rank senior in right of payment to the Subsidiary Guarantee of such Guarantor in accordance with the provisions set forth herein. All provisions of this Article 13 shall be subject to Section 13.12. All references to
“Senior Debt” in this Article 13 are to Senior Debt of the Guarantors. 
  
 Section 13.02. Liquidation, Dissolution, Bankruptcy. 
  
 Upon any payment or other distribution of the assets of any Guarantor to creditors upon a liquidation or dissolution of such
Guarantor, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property, or in an assignment for the benefit of creditors or in any marshaling of such Guarantor’s assets and
liabilities: 
  
 (1) holders of Senior Debt of such Guarantor
shall be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not an
allowable claim in such proceeding) before Noteholders shall be entitled to receive any payment pursuant to the Subsidiary Guarantee of such Guarantor; and 
  
 (2) until all Obligations with respect to the Senior Debt of such Guarantor are paid in full in cash, any payment or other distribution to which
Noteholders would be entitled but for this Article 13 shall be made to holders of such Senior Debt as their interests may appear, except that Noteholders may receive and retain Permitted Junior Securities and payments made from a trust already
established pursuant to Article 8. 
  

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 Section 13.03. Default on Senior Debt. 
  
 No Guarantor shall make any payment under its Subsidiary Guarantee, whether
in respect of the principal of, premium, if any, or interest or Additional Interest, if any, on the Notes or make any deposit pursuant to Article 8 and shall not purchase, redeem or otherwise retire any Notes or make any other payment with respect
to the Notes (collectively, “pay its Subsidiary Guarantee”), except that Noteholders may receive and retain Permitted Junior Securities and payments made from a trust already established pursuant to Article 8, if either: 
  
 (1) a default (a “payment default”) in the payment of the principal
of, premium, if any, or interest on, or any other Obligation in respect of, any Designated Senior Debt of such Guarantor occurs and is continuing beyond any applicable grace period; or 
  
 (2) any other default (a “nonpayment default”) occurs and is continuing with respect to any Designated Senior Debt
of such Guarantor that permits holders of such Designated Senior Debt to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Trustee receives a notice of such
default (a “Subsidiary Guarantee Payment Blockage Notice”) from such Guarantor or the holders of such Designated Senior Debt. 
  
 Except as provided in Section 13.02, payments on the Subsidiary Guarantees may and shall be resumed: 
  
 (1) in the case of a payment default, upon the date on which such default is
cured or waived; and 
  
 (2) in the case of a nonpayment default,
upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Subsidiary Guarantee Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been
accelerated. 
  
 No new Subsidiary Guarantee Payment Blockage
Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Subsidiary Guarantee Payment Blockage Notice. No nonpayment default that existed or was continuing with respect to any Designated Senior Debt
on the date of delivery of any Subsidiary Guarantee Payment Blockage Notice to the Trustee with respect to such Designated Senior Debt shall be, or be made, the basis for a subsequent Subsidiary Guarantee Payment Blockage Notice unless such default
has been cured or waived for a period of not less than 90 days. 
  
 Section 13.04. Demand for Payment. 
  
 If a demand for payment is made by the Trustee on a Guarantor pursuant to Article 10, such Guarantor shall promptly notify the holders of Designated Senior Debt of such Guarantor (or their Representatives) of such demand. 
  

 84 








 Section 13.05. When Distribution Must Be Paid Over; Reinstatement of Senior Debt.

  
 If a distribution is made to the Trustee or any of the
Noteholders that because of this Article 13 should not have been made to them, the Trustee or any of the Noteholders who receive the distribution shall hold it in trust for holders of Senior Debt of the applicable Guarantor and pay it over and
deliver it to them (or their Representatives) as their interests may appear. 
  
 To the extent any payment of or distribution in respect of Senior Debt (whether by or on behalf of any Guarantor as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent
or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment
or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred. 
  
 Section 13.06. Subrogation. 
  
 After all Senior Debt of
a Guarantor is paid in full (and all commitments with respect to such Senior Debt have terminated) and until the Notes are paid in full, Noteholders shall be subrogated to the rights of holders of such Senior Debt to receive distributions applicable
to Senior Debt of such Guarantor. A distribution made under this Article 13 to holders of such Senior Debt which otherwise would have been made to Noteholders is not, as between the relevant Guarantor and Noteholders, a payment by such Guarantor on
such Senior Debt. 
  
 Section 13.07. Relative
Rights. 
  
 This Article 13 defines the relative rights of
Noteholders and holders of Senior Debt of a Guarantor. Nothing in this Indenture shall: 
  
 (1) impair, as between a Guarantor and Noteholders, the obligation of such Guarantor, which is absolute and unconditional, to pay its Subsidiary Guarantee to the extent set forth in Article 10; or 
  
 (2) prevent the Trustee or any Noteholder from exercising its available
remedies upon a default by such Guarantor under its Subsidiary Guarantee, subject to the rights of holders of Senior Debt of such Guarantor to receive payments and distributions otherwise payable to Noteholders and to block payments on the Notes as
provided in this Article 13. 
  
 Section 13.08.
Subordination May Not Be Impaired by Guarantors. 
  
 No right of
any present or future holders of any Senior Debt of any Guarantor to enforce subordination as provided in this Indenture will at any time in any way be prejudiced or impaired by noncompliance by such Guarantor with the terms of this Indenture,
regardless of any knowledge thereof that any such Holder of Senior Debt may have or otherwise be charged with. 
  

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 Section 13.09. Rights of Trustee and Paying Agent; Rights of Holders of Senior Debt.

  
 Notwithstanding Section 13.03, the Trustee or Paying Agent
shall continue to make payments on any Subsidiary Guarantee and shall not be charged with knowledge of the existence of facts that under this Article 13 would prohibit the making of any such payments unless, not less than one Business Day prior to
the date of such payment, a Trust Officer of the Trustee receives written notice that such payments are prohibited by this Article 13. The Company, the relevant Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Debt
of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of any Guarantor has a Representative, only the Representative shall be entitled to give the notice. 
  
 The Trustee in its individual or any other capacity shall be entitled to hold
Senior Debt of any Guarantor with the same rights it would have if it were not the Trustee. The Registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 13 with
respect to any Senior Debt of any Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article 13 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. 
  
 The holders of Senior Debt may, at any time and from time to time subject to the terms of such Senior Debt, without the consent of or notice to the
Trustee or the Noteholders, without incurring responsibility to the Noteholders and without impairing or releasing the subordination provided in this Indenture or the obligations hereunder of the Noteholders to the holders of Senior Debt, do any one
or more of the following: 
  
 (1) change the manner, place or
terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding or secured; 
  
 (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt;

  
 (3) release any Person liable in any manner for the collection
of Senior Debt; and 
  
 (4) exercise or refrain from exercising
any rights against any Guarantor and any other Person. 
  
 Section 13.10. Distribution or Notice to Representative. 
  
 Whenever any Person is to make a distribution or give a notice to holders of Senior Debt of any Guarantor, such Person shall be entitled to make such distribution or give such notice to their Representative (if any). 
  
 Section 13.11. Article 13 Not to Prevent Events of Default
or Limit Right to Demand Payment. 
  
 The failure to make a
payment pursuant to a Subsidiary Guarantee by reason of any provision in this Article 13 shall not be construed as preventing the occurrence of a Default. 

  

 86 








 
Nothing in this Article 13 shall have any effect on the right of the Noteholders or the Trustee to make a demand for payment on any Guarantor pursuant to its
Subsidiary Guarantee. 
  
 Section 13.12. Trust
Moneys Not Subordinated. 
  
 Notwithstanding anything contained
herein to the contrary, payments from money or the proceeds of Government Securities held in trust under Article 8 by the Trustee for the payment of principal of, premium, if any, and interest and Additional Interest, if any, on the Notes shall not
be subordinated to the prior payment of any Senior Debt of any Guarantor or subject to the restrictions set forth in this Article 13, and none of the Noteholders shall be obligated to pay over any such amount to any Guarantor or any holder of Senior
Debt of any Guarantor or any other creditor of any Guarantor. 
  
 Section 13.13. Trustee Entitled to Rely. 
  
 Upon any payment or distribution pursuant to this Article 13, the Trustee and the Noteholders shall be entitled to rely (1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the
nature referred to in Section 13.02 are pending, (2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Noteholders or (3) upon the Representatives for the holders of
Senior Debt of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Debt and other Debt of such Guarantor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 13. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt of
any Guarantor to participate in any payment or distribution pursuant to this Article 13, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such
Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 13, and, if such evidence is not furnished, the
Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions
by the Trustee pursuant to this Article 13. 
  
 Section 13.14. Trustee to Effectuate Subordination. 
  
 Each Noteholder by accepting a Note authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 13 and appoints the Trustee as
attorney-in-fact for any and all such purposes. 
  
 Section 13.15. Trustee Not Fiduciary for Holders of Senior Debt of Guarantors. 
  
 The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of any Guarantor and, subject to Section 7.01, shall not be liable to any such holders if it shall mistakenly pay over or
distribute to Noteholders or the Company or any other Person, money or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article 13 or otherwise. 
  

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 Section 13.16. Reliance by Holders of Senior Debt of Guarantors on Subordination
Provisions. 
  
 Each Noteholder by accepting a Note acknowledges
and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Debt of any Guarantor, whether such Senior Debt was created or acquired before or after the issuance
of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt. 
  
 [Signatures on following page]

  

 88 








 SIGNATURES 
  

			
	 WHITING PETROLEUM CORPORATION

		
	By:	 	 /s/ James R. Casperson

	 	 	

	 Name:
	 	 James R. Casperson

	 	 	

	 Title:
	 	 Vice President – Finance and Chief Financial Officer

	 	 	



  

			
	 WHITING OIL AND GAS
CORPORATION
 WHITING PROGRAMS, INC.

		
	By:	 	 /s/ James J. Volker

	 	 	

	 	 	 Authorized Officer, acting on behalf
 of each of the above named Guarantors



  

			
	 J.P. MORGAN TRUST COMPANY,
 NATIONAL ASSOCIATION,
 as TRUSTEE

		
	By:	 	 /s/ Debra M. Rayman

	 	 	

	 Name:
	 	 Debra M. Rayman

	 	 	

	 Title:
	 	 Vice President

	 	 	



  

 89 








 RULE 144A/REGULATION S APPENDIX 
  
 PROVISIONS RELATING TO INITIAL NOTES, 
 PRIVATE EXCHANGE NOTES 
 AND EXCHANGE NOTES 
  

	1.	Definitions 

  
 1.1 Definitions. 
  
 For the purposes of this Appendix the following terms shall have the meanings indicated below: 
  
 “Depository” means The Depository Trust Company, its nominees and
their respective successors. 
  
 “Exchange Notes” means
(1) the 7 1/4% Senior Subordinated Notes due 2012 issued pursuant to the Indenture in connection with a
Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Notes, if any, issued pursuant to a registration statement filed with the SEC under the Notes Act. 
  
 “Initial Notes” means (1) $150 million aggregate principal amount
of 71⁄4% Senior Subordinated Notes due 2012 issued on the Initial Issuance Date and (2) Additional Notes, if any, issued in a transaction exempt from the registration requirements of the Securities Act. 
  
 “Initial Purchasers” means (1) with respect to the Initial Notes
issued on the Initial Issuance Date, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc., A.G. Edwards & Sons, Inc., Petrie Parkman & Co., Inc., Raymond James & Associates, Inc., Banc One Capital Markets, Inc.
and KeyBanc Capital Markets, a Division of McDonald Investments Inc. and (2) with respect to each issuance of Additional Notes, the Persons purchasing such Additional Notes under the related Purchase Agreement. 
  
 “Notes” means the Initial Notes, the Additional Notes, the Exchange
Notes and the Private Exchange Notes, treated as a single class. 
  
 “Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee. 
  
 “Private Exchange” means the offer by the Company, pursuant to a
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to each Initial Purchaser, in exchange for the Initial Notes held by the Initial Purchaser as part of its initial distribution, a like aggregate principal amount of
Private Exchange Notes. 
  
 “Private Exchange Notes”
means any 7 1/4% Senior Subordinated Notes due 2012 issued in connection with a Private Exchange.

  
 “Purchase Agreement” means (1) with respect
to the Initial Notes issued on the Initial Issuance Date, the Purchase Agreement dated May 5, 2004 among the Company, the Guarantors 

  

 App. - 1 








 
and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among the Company and
the Persons purchasing such Additional Notes. 
  
 “QIB”
means a “qualified institutional buyer” as defined in Rule 144A. 
  
 “Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for the Initial
Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act. 
  
 “Registration Rights Agreement” means (1) with respect to the Initial Notes issued on the Initial Issuance Date, the Registration Rights
Agreement dated May 11, 2004 among the Company, the Guarantors and the Initial Purchasers, a form of which is attached to this Indenture as Annex B, and (2) with respect to each issuance of Additional Notes issued in a transaction exempt from the
registration requirements of the Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Notes under the related Purchase Agreement. 
  
 “Securities Act” means the Securities Act of 1933, as amended.

  
 “Shelf Registration Statement” means the
registration statement issued by the Company in connection with the offer and sale of Initial Notes or Private Exchange Notes pursuant to a Registration Rights Agreement. 
  
 “Transfer Restricted Securities” means Notes that bear or are required to bear the legend set forth in Section
2.3(b) hereof. 
  
 1.2 Other Definitions. 
  

			
	 Term

	  	Defined in Section:


	 “Agent Members”
	  	2.1(b)
		
	 “Distribution Compliance Period”
	  	2.1(b)
		
	 “Global Note”
	  	2.1(a)
		
	 “Regulation S”
	  	2.1(a)
		
	 “Regulation S Notes”
	  	2.1(a)
		
	 “Restricted Global Note”
	  	2.1(a)
		
	 “Rule 144A”
	  	2.1(a)
		
	 “Rule 144A Notes”
	  	2.1(a)

  

	2.	The Notes. 

  
 2.1 (a) Form and Dating. Initial Notes offered and sold to QIBs in reliance on Rule 144A (“Rule 144A Notes”) under the Securities Act
(“Rule 144A”) or in reliance on Regulation S (“Regulation S Notes”) under the Securities Act (“Regulation S”), in each case as provided in a Purchase Agreement, and Private Exchange Notes, as provided in a Registration


  

 App. - 2 








 
Rights Agreement, shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons
with the global Notes legend and restricted Notes legend set forth in Exhibit 1 hereto (each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, as
custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter
provided. Beneficial interests in a Restricted Global Note representing Initial Notes sold in reliance on either Rule 144A or Regulation S may be held through Euroclear or Clearstream, as indirect participants in the Depository. The aggregate
principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Exchange Notes shall be issued in global form (with the
global Notes legend set forth in Exhibit 1 hereto) or in certificated form as provided in Section 2.4 of this Appendix. Exchange Notes issued in global form and Restricted Global Notes are sometimes referred to in this Appendix as “Global
Notes”. 
  
 (b) Book-Entry Provisions. This Section
2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. 
  
 The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such
Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global
Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144 Notes and Regulation S Notes so long as required by law or the Depository. 
  
 Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with
respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the
Depository 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 the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a
beneficial interest in any Global Note. 
  
 Until the 40th day
after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing
Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only upon if the transferor first delivers to the Trustee a written certificate (in the form
provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such person is
a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the 

  

 App. - 3 








 
expiration of the Distribution Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note
representing Regulation S Notes. 
  
 Beneficial interests in a
Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution
Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144
(if available). 
  
 (c) Certificated Notes. Except as
provided in Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Notes shall not be entitled to receive physical delivery of certificated Notes. 
  
 2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Initial Issuance Date, an aggregate
principal amount of $150 million 71⁄4% Senior Subordinated Notes due 2012, (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02 of the Indenture and
(3) Exchange Notes or Private Exchange Notes for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes, in each case upon a written
order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such 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, in the case of any issuance of Additional Notes pursuant to Section 2.13 of the Indenture, shall certify that such issuance is in compliance with Section 4.03 of the Indenture. 
  
 2.3 Transfer and Exchange. 
  
 (a) Transfer and Exchange of Global Notes. (i) The transfer and
exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository
therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to
be credited with a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global
Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred. 
  
 (ii) Notwithstanding any other provisions of this Appendix, a Global Note may not be transferred as a whole except by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. 
  
 (iii) In the event that a Restricted Global Note is
exchanged for Notes in certificated registered form pursuant to Section 2.4 of this Appendix, prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may
be exchanged only in 

  

 App. - 4 








 
accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth
on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company. 
  
 (b) Legend. 
  
 (i) Except as permitted by the following paragraphs (ii),
(iii) and (iv), each Note certificate evidencing the Restricted Global Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form: 
  
 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
EACH PURCHASER OF THIS NOTE 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 AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
  
 (ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Restricted
Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Security for a certificated Note that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Security, if the transferor thereof certifies in writing to the Registrar that such sale or 

  

 App. - 5 








 
transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note). 
  
 (iii) After a transfer of any Initial Notes or Private
Exchange Notes pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes or Private Exchange Notes, as the case may be, all requirements pertaining to legends on such Initial Note or
such Private Exchange Note will cease to apply, the requirements requiring any such Initial Note or such Private Exchange Note issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Note or Private
Exchange Note or an Initial Note or Private Exchange Note in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Notes or Private Exchange Notes upon exchange of such
transferring Holder’s certificated Initial Note or Private Exchange Note or directions to transfer such Holder’s interest in the Global Note, as applicable. 
  
 (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes, all
requirements pertaining to such Initial Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Exchange Notes in
certificated or global form will be available to Holders that exchange such Initial Notes in such Registered Exchange Offer. 
  
 (v) Upon the consummation of a Private Exchange with respect to the Initial Notes, all requirements pertaining to such Initial Notes that
Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Private Exchange Notes in global form with the global Notes legend and the
Restricted Notes legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Notes in such Private Exchange. 
  
 (c) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for
certificated Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for certificated Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes
Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction. 
  
 (d) Obligations with Respect to Transfers and Exchanges of Notes. 
  
 (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall
authenticate certificated Notes and Global Notes at the Registrar’s request. 
  
 (ii) No service charge shall be made 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 charge payable 

  

 App. - 6 








 
upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 and of the Indenture). 
  
 (iii) The Registrar shall not be required to register the
transfer of or exchange of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 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 or the 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, 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 or the
Registrar shall be affected by notice to the contrary. 
  
 (v) 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.

  
 (e) 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 the Depository or other Person with respect to the accuracy of the records of the Depository 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 the Depository) of any notice (including any notice of redemption) or the payment of any amount, 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 under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its
nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. 
  
 (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 Depository 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. 
  
 2.4 Certificated
Notes. 
  
 (a) A Global Note deposited with the Depository or
with the Trustee as custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the 

  

 App. - 7 








 
form of certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such
transfer complies with Section 2.3 and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a “clearing agency” registered
under the Exchange Act and in either event a successor depositary is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing and DTC notifies the Trustee of its decision to exchange the
Global Notes. 
  
 (b) Any Global Note that is transferable to the
beneficial owners thereof pursuant to this Section shall be surrendered by the Depository or the Notes Custodian to the Trustee located at its Corporate Trust Office to be so transferred, in whole or from time to time in part, without charge, and
the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of certificated Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this
Section shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the Depository shall direct. Any certificated Note or Private Exchange Note
delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(b), bear the restricted Notes legend set forth in Exhibit 1 hereto. 
  
 (c) Subject to the provisions of Section 2.4(b), the Holder of a Global Note shall be entitled to 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. 
  
 (d) In the event of the occurrence of any of the events specified in Section
2.4(a), the Company shall promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons. 
  

 App. - 8 








 EXHIBIT 1 TO RULE 144A/REGULATION S APPENDIX 
  
 [FORM OF FACE OF INITIAL NOTE] 
  
 [Global Notes Legend] 
  
 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 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. 
  
 [Restricted Notes Legend] 
  
 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
EACH PURCHASER OF THIS NOTE 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 AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF 

  

 Ex. 1 to App. - 1 








 
ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS NOTE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
  

 Ex. 1 to App. - 2 








 WHITING PETROLEUM CORPORATION 
  

			
	 No.
	  	$
	 	  	CUSIP No.
	 	  	ISIN No.

  
 7 1/4% Senior Subordinated Note due 2012 
  
 Whiting Petroleum Corporation, a Delaware corporation, promises to pay to
                    , or registered assigns, the principal sum of
                     Dollars on May 1, 2012 [or such greater or lesser amount as may be indicated on Schedule A hereto]. 1 
  
 Interest Payment Dates: May 1 and November 1. 
  
 Record Dates: April 15 and October 15. 
  
 Additional provisions of this Note are set forth on the other side of this Note. 
  

			
	WHITING PETROLEUM CORPORATION
		
	By:	 	 
	 	 	

	 	 	 Name:

	 	 	 Title:



  
 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION 
  

			
	 J.P. MORGAN TRUST COMPANY,
 NATIONAL ASSOCIATION,
as Trustee, certifies that this is one of the Notes referred to in the Indenture.

		
	By	 	 
	 	 	

	 	 	Authorized Signatory

  
 Dated: 


	1	If this Note is a Global Note, add this provision. 

  

 Ex. 1 to App. - 3 








 [FORM OF REVERSE SIDE OF INITIAL NOTE] 
  
 7 1/4% Senior Subordinated Note due 2012 
  
 Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
  

1. Interest. Whiting Petroleum Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount
of this Note at 7 1/4% per annum from May 11, 2004 until maturity and shall pay the Additional Interest payable
pursuant to Section 6 of the Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2004, or if any such
day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date
of original issuance; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. 
  
 2. Method of Payment.
The Company will pay interest on the Notes (except defaulted interest) and Additional Interest to the Persons who are registered Holders of Notes at the close of business on the April 15 or October 15 next preceding the Interest Payment Date, even
if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.11 of the Indenture with respect to defaulted interest. Holders must surrender Notes to the Paying Agent to collect
payments of principal and premium, if any, together with accrued and unpaid interest and Additional Interest, if any, due at maturity. The Notes will be payable as to principal, premium, if any, interest and Additional Interest, if any, at the
office or agency of the Company maintained for such purpose within the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth
in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
  
 3. Paying Agent and Registrar. Initially, J.P. Morgan Trust Company,
National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

  

 Ex. 1 to App. - 4 








 4. Indenture. The Company issued the Notes under an Indenture dated as of May 11, 2004
(“Indenture”) among the Company, the Guarantors 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, as amended (15 U.S. Code
§§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Notes are unsecured senior subordinated obligations of the Company limited to $150,000,000
aggregate principal amount in the case of Notes issued on the Initial Issuance Date (as defined in the Indenture). 
  
 5. Optional Redemption. 
  
 (a) Except as set forth in subparagraph (b) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May 1, 2008.
Thereafter, the Company shall have the option to redeem the Notes, in whole or in part, upon prior notice as set forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid
interest and Additional Interest, if any, 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 May 1 of the years indicated below: 
  

				
	 YEAR

	  	PERCENTAGE

	 
	 2008
	  	103.6250	%
	 2009
	  	101.8125	%
	 2010 and thereafter
	  	100.0000	%

  
 (b) Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time on or prior to May 1, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under
the Indenture at a redemption price of 107.25% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon 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 (i) at least 65% of the aggregate principal amount of Notes
(including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering.

  
 6. Mandatory Redemption. 
  
 Except as set forth in paragraph 7 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes or to repurchase the Notes at the option of the Holders. 
  

 Ex. 1 to App. - 5 








 7. Repurchase at Option of Holder. 
  
 (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of
Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, 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 the relevant record date to receive interest due on an Interest Payment Date that
is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the
Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. 
  
 (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to
all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness
that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, 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 Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof
and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that
are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on
the reverse of the Notes. 
  
 8. Notice of Redemption.
Notice of redemption will be mailed at least 30 days but not more than 60 days (except as otherwise provided in the Indenture if the notice is issued in connection with a Legal Defeasance) before the redemption date to each Holder whose Notes are to
be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest
and Additional Interest, if any, cease to accrue on Notes or portions thereof called for redemption. 
  
 9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the 

  

 Ex. 1 to App. - 6 








 
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Company may require a Holder to pay any
taxes due on transfer or exchange. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 
  
 10. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 
  
 11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect
or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, to make any
change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering
Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, to provide for the issuance of Additional
Notes in accordance with the limitations set forth in the Indenture, to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, to
comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

  
 12. Defaults and Remedies. Events of Default include:
(i) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes when due at Stated Maturity, upon optional redemption,
upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other
agreements in the Indenture or the Notes; (v) 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 Initial Issuance Date, if such default (a) is caused by a
failure to pay principal of, or premium or interest, if any, on such Indebtedness prior to the expiration of any 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 

  

 Ex. 1 to App. - 7 








 
accelerated, aggregates in excess of $15.0 million; (vi) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of
$15.0 million, 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); (vii) except as
permitted by the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies
or disaffirms its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy, insolvency or reorganization with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would
constitute a Significant Subsidiary as specified in Section 6.01(h) or 6.01(i) of the Indenture. If any Event of Default occurs and is continuing, the Trustee, by notice to the Company, or the Holders of at least 25% in principal amount of the then
outstanding Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the preceding, in the case of an Event of Default arising from certain events of bankruptcy, insolvency or
reorganization with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary described in Section 6.01(h) or 6.01(i) of the Indenture, all outstanding Notes will
become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes
may direct the Trustee in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of
principal, interest, premium or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Additional Interest, if any, on the
Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default. 
  
 13. Defeasance and Discharge. The Notes are subject to defeasance and discharge upon the terms and conditions specified in the Indenture. 
  
 14. Subordination. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate
and subject in right of payment to the prior payment in full of all Senior Debt of the Company, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any
and all such purposes. 
  
 15. No Recourse Against Others.
No past, present or future director, officer, employee, incorporator, member, partner 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 

  

 Ex. 1 to App. - 8 








 
or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
  
 16. Authentication. This Note shall not be valid until authenticated by the manual signature of an authorized
signatory of the Trustee or an authenticating agent. 
  
 17.
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  
 18. Additional Rights of Holders of Transfer Restricted Securities. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Transfer Restricted Securities shall have all the
rights set forth in the Registration Rights Agreement dated as of May 11, 2004, among the Company, the Guarantors and the Initial Purchasers named on the signature page thereof (the “Registration Rights Agreement”). 
  
 19. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. 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. 
  
 20. Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 21. Successor Corporation. In the event a successor assumes all the obligations of the Company under the Notes and the Indenture, pursuant to the terms thereof, the Company will be released from all such obligations. 
  
 The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture or the Registration Rights Agreement. Requests may be made to: 
  
 Whiting Petroleum Corporation 
 1700 Broadway, Suite 2300 
 Denver, Colorado 80290-2300 
 Attention: Chief
Financial Officer 
  

 Ex. 1 to App. - 9 








 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. sec. 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:	 	 
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Sign exactly as your name appears on the other side of this Note.

  
 In connection with any transfer of any
of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act 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 transferred in accordance with its terms: 
  
 CHECK ONE BOX BELOW 
  

					
	 (1)
	  	  ̈
	  	to the Company; or
			
	 (2)
	  	  ̈
	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	 (3)
	  	  ̈
	  	inside the United States to a person who the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that is
purchasing for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
Act of 1933; or
			
	 (4)
	  	  ̈
	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 903 or 904 under the Securities Act of 1933;
or
			
	 (5)
	  	  ̈
	  	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.

  
 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 (4) or (5) is checked, the Trustee shall be entitled to require,
prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being 

  

 Ex. 1 to App. - 10 








 
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


  
 Signatures must be guaranteed by an
“eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

  

 Ex. 1 to App. - 11 








 TO BE COMPLETED BY PURCHASER IF (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, 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:	 	 	 	 	 	 
	 	 	
	 	 	 	

	 	 	 	 	 	 	 Notice: To be executed by an executive officer


  

 Ex. 1 to App. - 12 








 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the
box below: 
  

			
	 ̈ Section 4.10	 	  ̈ Section 4.15


  
 If you want to elect
to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (in minimum denomination of $1,000 or integral multiples thereof) you elect to have purchased:
$                         
  

									
					
	Date:	 	 	 	 	 	Your Signature:	 	 
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	(Sign exactly as your name appears on the Note)


									
					
	 	 	 	 	 	 	 Soc. Sec. or Tax Identification No.:
	 	 
	 	 	 	 	 	 	 	 	

					
	 	 	 	 	 	 	 Signature Guarantee:
	 	 

  

 Ex. 1 to App. - 13 








 [TO BE ATTACHED TO GLOBAL NOTE] 
  
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 
  
 The following increases or decreases in this Global Note have been made: 
  

									
	 Date

	 	 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
officer
of Trustee or
Notes Custodian


	 	 	 	 	 	  	 	  	 
	 	 	 	 	 	  	 	  	 
	 	 	 	 	 	  	 	  	 

  

 Ex. 1 to App. - 14 








 EXHIBIT A TO RULE 144A/REGULATION S APPENDIX 
  
 [FORM OF FACE OF EXCHANGE NOTE 
 OR PRIVATE EXCHANGE NOTE]         */**/ 
  

	*/	If the Note is to be issued in global form add the Global Notes Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and the attachment from such Exhibit 1 captioned “[TO
BE ATTACHED TO GLOBAL NOTES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”. 

  

	**/	If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Notes Legend from
Exhibit 1 to Rule 144A/Regulation S Appendix and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. 

  
 All references to “Additional Interest” in the note shall be deleted unless if at the date of issuance of the Exchange Note or
Private Exchange Note (as the case may be) any Registration Default (as defined in the Registration Rights Agreement) has occurred with respect to the related Initial Notes during the interest period in which such date of issuance occurs.

  

 Ex. A to App. - 1 








 [FORM OF FACE OF EXCHANGE NOTE OR 
 PRIVATE EXCHANGE NOTE] 
  
 WHITING PETROLEUM CORPORATION 
  

			
	 No.
	  	$
	 	  	CUSIP No.
	 	  	ISIN No.

  
 7 1/4% Senior Subordinated Note due 2012 
  
 Whiting Petroleum Corporation, a Delaware corporation, promises to pay to
            , or registered assigns, the principal sum of              Dollars on May 1, 2012 [or such greater or
lesser amount as may be indicated on Schedule A hereto]. 2 
  
 Interest Payment Dates: May 1 and November 1. 
  
 Record Dates: April 15 and October 15. 
  
 Additional provisions of this Note are set forth on the other side of this
Note. 
  

					
	WHITING PETROLEUM CORPORATION
		
	By:	 	 
	 	 	

	 	 	 Name:
	 	 
	 	 	Title:	 	 


  

			
	 TRUSTEE’S CERTIFICATE OF
 AUTHENTICATION

	
	 J.P. MORGAN TRUST COMPANY,
 NATIONAL
ASSOCIATION,

		
	 	 	 as Trustee, certifies that
 this is one of the
Notes
 referred to in the Indenture.

		
	By	 	 
	 	 	

	 	 	Authorized Signatory
	 Dated:
	 	 



	2	If this Note is a Global Note, add this provision. 

  

 Ex. A to App. -2 








 [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR 
 PRIVATE EXCHANGE NOTE] 
  
 7 1/4% Senior Subordinated Note due 2012 
  
 Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated. 
  
 1. Interest. Whiting Petroleum Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 7 1/4% per annum from May 11, 2004 until maturity and shall pay the Additional Interest payable pursuant to Section 6 of the Registration Rights Agreement
referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2004, or if any such day is not a Business Day, on the next succeeding Business
Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing
Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate that is the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
  
 2. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest to the Persons who are registered Holders of Notes at the close of business on the April 15 or October 15 next preceding the Interest Payment Date, even if such Notes are cancelled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.11 of the Indenture with respect to defaulted interest. Holders must surrender Notes to the Paying Agent to collect payments of principal and premium, if any,
together with accrued and unpaid interest and Additional Interest, if any, due at maturity. The Notes will be payable as to principal, premium, if any, interest and Additional Interest, if any, at the office or agency of the Company maintained for
such purpose within the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that
payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
  
 3. Paying Agent and Registrar. Initially, J.P. Morgan Trust Company, National Association, the Trustee under the
Indenture, will act as Paying Agent and Registrar. The 

  

 Ex. A to App. -3 








 
Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

  
 4. Indenture. The Company issued the Notes under an
Indenture dated as of May , 2004 (“Indenture”) among the Company, the Guarantors 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, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Notes are unsecured senior subordinated obligations of the
Company limited to $150,000,000 aggregate principal amount in the case of Notes issued on the Initial Issuance Date (as defined in the Indenture). 
  
 5. Optional Redemption. 
  
 (a) Except as set forth in subparagraph (b) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May 1, 2008.
Thereafter, the Company shall have the option to redeem the Notes, in whole or in part, upon prior notice as set forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid
interest and Additional Interest, if any, 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 May 1 of the years indicated below: 
  

				
	 YEAR

	  	PERCENTAGE

	 
	 2008
	  	103.6250	%
	 2009
	  	101.8125	%
	 2010 and thereafter
	  	100.0000	%

  
 (b) Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time on or prior to May 1, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under
the Indenture at a redemption price of 107.25% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon 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 (i) at least 65% of the aggregate principal amount of Notes
(including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering.

  
 6. Mandatory Redemption. 
  
 Except as set forth in paragraph 7 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes or to repurchase the Notes at the option of the Holders. 
  

 Ex. A to App. -4 








 7. Repurchase at Option of Holder. 
  
 (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of
Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, 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 the relevant record date to receive interest due on an Interest Payment Date that
is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the
Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. 
  
 (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to
all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness
that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, 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 Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof
and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that
are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on
the reverse of the Notes. 
  
 8. Notice of Redemption.
Notice of redemption will be mailed at least 30 days but not more than 60 days (except as otherwise provided in the Indenture if the notice is issued in connection with a Legal Defeasance) before the redemption date to each Holder whose Notes are to
be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest
and Additional Interest, if any, cease to accrue on Notes or portions thereof called for redemption. 
  
 9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the 

  

 Ex. A to App. -5 








 
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Company may require a Holder to pay any
taxes due on transfer or exchange. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 
  
 10. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 
  
 11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect
or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, to make any
change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering
Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, to provide for the issuance of Additional
Notes in accordance with the limitations set forth in the Indenture, to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, to
comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

  
 12. Defaults and Remedies. Events of Default include:
(i) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes when due at Stated Maturity, upon optional redemption,
upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other
agreements in the Indenture or the Notes; (v) 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 Initial Issuance Date, if such default (a) is caused by a
failure to pay principal of, or premium or interest, if any, on such Indebtedness prior to the expiration of any 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 

  

 Ex. A to App. -6 








 
accelerated, aggregates in excess of $15.0 million; (vi) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of
$15.0 million, 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); (vii) except as
permitted by the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies
or disaffirms its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy, insolvency or reorganization with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would
constitute a Significant Subsidiary as specified in Section 6.01(h) or 6.01(i) of the Indenture. If any Event of Default occurs and is continuing, the Trustee, by notice to the Company, or the Holders of at least 25% in principal amount of the then
outstanding Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the preceding, in the case of an Event of Default arising from certain events of bankruptcy, insolvency or
reorganization with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary described in Section 6.01(h) or 6.01(i) of the Indenture, all outstanding Notes will
become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes
may direct the Trustee in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of
principal, interest, premium or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Additional Interest, if any, on the
Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default. 
  
 13. Defeasance and Discharge. The Notes are subject to defeasance and discharge upon the terms and conditions specified in the Indenture. 
  
 14. Subordination. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate
and subject in right of payment to the prior payment in full of all Senior Debt of the Company, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any
and all such purposes. 
  
 15. No Recourse Against Others.
No past, present or future director, officer, employee, incorporator, member, partner 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 

  

 Ex. A to App. -7 








 
or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
  
 16. Authentication. This Note shall not be valid until authenticated by the manual signature of an authorized
signatory of the Trustee or an authenticating agent. 
  
 17.
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  
 18. [Additional Rights of Holders of Transfer Restricted Securities. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Transfer Restricted Securities shall have all the
rights set forth in the Registration Rights Agreement dated as of May 11, 2004, among the Company, the Guarantors and the Initial Purchasers named on the signature page thereof (the “Registration Rights Agreement”).]3 
  
 19. 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 the Trustee may use CUSIP numbers and corresponding ISIN numbers in notices of redemption as a convenience to Holders. 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. 
  
 20. Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

  
 21. Successor Corporation. In the event a successor
assumes all the obligations of the Company under the Notes and the Indenture, pursuant to the terms thereof, the Company will be released from all such obligations. 
  
 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture [and/or the
Registration Rights Agreement]4. Requests may be made to: 
  
 Whiting Petroleum Corporation 
 1700 Broadway, Suite 2300 
 Denver, Colorado
80290-2300 
 Attention: Chief Financial Officer 


	3	Delete if this Note is not being issued in exchange for an Initial Note. 

  

	4	Delete if this Note is not being issued in exchange for an Initial Note. 

  

 Ex. A to App. -8 








 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. sec. 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:	 	 
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Sign exactly as your name appears on the other side of this Note.

  

 Ex. A to App. -9 








 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the
box below: 
  
  ̈ 
  
 If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (in minimum denomination of $1,000 or integral multiples thereof) you elected to have
purchased: $             
  

									
					
	Date:	 	 	 	 	 	Your Signature:	 	 
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	(Sign exactly as your name appears on the other side of this Note)


									
					
	 	 	 	 	 	 	 Soc. Sec. or Tax Identification No.:
	 	 
	 	 	 	 	 	 	 	 	


  

									
					
	Signature Guarantee:	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 	 	 (Signature must be guaranteed)
	 	 	 	 	 	 

  
 Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 Ex. A to App. -10 








 ANNEX A 
  

  
 WHITING PETROLEUM
CORPORATION 
  
 And 
  
 the Guarantors named herein 
  

  
 7 1/4% SENIOR SUBORDINATED NOTES 
 DUE 2012 
  

  
 FORM OF SUPPLEMENTAL INDENTURE 
 AND AMENDMENT — SUBSIDIARY GUARANTEE 
  
 DATED AS OF
                             ,         

  

  
 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, 
  
 Trustee 
  

  

  

 A-1 








 This SUPPLEMENTAL INDENTURE, dated as of
                         ,          is among Whiting Petroleum
Corporation, a Delaware corporation (the “Company”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and J.P. Morgan Trust Company, National Association, a
national banking association, as Trustee. 
  
 RECITALS 

 
 WHEREAS, the Company, the initial Guarantors and the Trustee entered into
an Indenture, dated as of May 11, 2004 (the “Indenture”), pursuant to which the Company has issued $                     in
principal amount of 71⁄4% Senior Subordinated Notes due 2012 (the “Notes”); and 
  
 WHEREAS, Section 9.01(g) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.13 or 10.03 thereof, without the consent of
the Holders of the Notes; and 
  
 WHEREAS, all acts and things
prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument
legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed; 
  
 NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors and the Trustee
covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 
  
 ARTICLE 1 
  
 Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes. 
  
 Section 1.02. This Supplemental Indenture shall become effective immediately
upon its execution and delivery by each of the Company, the Guarantors and the Trustee. 
  
 ARTICLE 2 
  
 From this date, in
accordance with Section 4.13 or 10.03 and by executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder. 
  
 ARTICLE 3 
  
 Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed
(mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 
  

 A-2 








 Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities
are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with
the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 
  
 Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 Section 3.04. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 
  
 [NEXT PAGE IS SIGNATURE PAGE] 
  

 A-3 








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

			
	 WHITING PETROLEUM CORPORATION

		
	By	 	 
	 	 	

	 	 	 Name:

	 	 	 Title:



  

	
	 GUARANTORS

	
	 [                                      
                  ]



  

			
		
	By	 	 
	 	 	

	 	 	 Name:

	 	 	 Title:



  

			
	 J.P. MORGAN TRUST COMPANY,
 NATIONAL ASSOCIATION,
 as Trustee

		
	By	 	 
	 	 	

	 	 	 Name:

	 	 	 Title:



  

 A-4