exv4w2



 






EXHIBIT 4.2




GLOBAL NOTE




     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.



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WHITING PETROLEUM CORPORATION




			
	No. R-1
	 	$_________






CUSIP No. 966387 AE 2


ISIN No. US966387 AE 25




7% Senior Subordinated Note due 2014




     Whiting Petroleum Corporation, a Delaware corporation, promises to pay to Cede & Co., or
registered assigns, the principal sum of ____________Dollars on February 1, 2014 or such
greater or lesser amount as may be indicated on Schedule A hereto.



     Interest Payment Dates: April 1 and October 1.



     Record Dates: March 15 and September 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:                    




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REVERSE SIDE OF GLOBAL NOTE




7% Senior Subordinated Note due 2014





     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% per annum from October 4, 2005
until maturity. The Company will pay interest semi-annually in arrears on April 1 and October 1 of
each year, commencing April 1, 2006, 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 (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) to the Persons who are registered Holders of Notes at the close of business on the March
15 or September 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 due
at maturity. The Notes will be payable as to principal, premium, if any, and interest 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 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.



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     4. Indenture. The Company issued the Notes under an Indenture dated as of October 4,
2005 (“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
$250,000,000 aggregate principal amount in the case of Notes issued on the Initial Issuance Date
(as defined in the Indenture).



     5. Optional Redemption.



     The Notes shall be subject to redemption at the option of the Company as provided in Section
3.07 of the Indenture.



     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.



     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 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 $50.0 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
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



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(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, Covenant Defeasance or Discharge) 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 ceases 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 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



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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 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 accelerated, aggregates in excess of $50.0 million; (vi) failure
by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $50.0
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 or premium) 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 past 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 or interest on the Notes or in respect of a
covenant that cannot be amended without the consent of each Holder. The Company is required to
deliver to



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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 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. 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.



     19. Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     20. 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. Requests may be made to:



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Whiting Petroleum Corporation

1700 Broadway, Suite 2300

Denver, Colorado 80290-2300

Attention: Chief Financial Officer




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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.






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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:





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.




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SCHEDULE A




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE



The following increases or decreases in this Global Note have been made:




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Principal Amount of	 	 
	 

	 	 	 	 	 	this Global Note
	 	Signature of
	 

	 	Amount of decrease
	 	Amount of increase
	 	following such
	 	authorized officer
	 

	 	in Principal Amount
	 	in Principal Amount
	 	decrease or
	 	of Trustee or
	Date

	 	of this Global Note
	 	of this Global Note
	 	increase
	 	Notes Custodian
	 

	 	 
	 	 
	 	 
	 	 






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