(D)
SECTION 22, TOWNSHIP 23 NORTH, RANGE 6 WEST, GARFIELD COUNTY,
OKLAHOMA;
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(E)
SECTIONS 11 AND 15, TOWNSHIP 20 NORTH, RANGE 8 WEST, GARFIELD
COUNTY, OKLAHOMA; AND
(F)
SECTION 24, TOWNSHIP 20 NORTH, RANGE 2 WEST, NOBLE COUNTY,
OKLAHOMA.
(XLIV) "SEC" MEANS THE SECURITIES AND EXCHANGE COMMISSION.
(XLV) "SECURITIES PURCHASE AGREEMENT" MEANS THAT CERTAIN SECURITIES PURCHASE
AGREEMENT BY AND AMONG THE COMPANY AND THE INITIAL HOLDERS, DATED AS OF THE
SUBSCRIPTION DATE, AS SUCH AGREEMENT FURTHER MAY BE AMENDED FROM TIME TO TIME AS
PROVIDED IN SUCH AGREEMENT.
(XLVI) "SENIOR DEBT" MEANS THE PRINCIPAL OF (AND PREMIUM, IF ANY), INTEREST ON,
AND ALL FEES AND OTHER AMOUNTS (INCLUDING, WITHOUT LIMITATION, ANY OUT-OF-POCKET
COSTS, ENFORCEMENT EXPENSES (INCLUDING OUT-OF-POCKET LEGAL FEES AND
DISBURSEMENTS), COLLATERAL PROTECTION EXPENSES AND OTHER REIMBURSEMENT OR
INDEMNITY OBLIGATIONS RELATING THERETO) WHETHER NOW OR HEREAFTER OUTSTANDING AND
PAYABLE BY COMPANY AND/OR ITS SUBSIDIARIES UNDER OR IN CONNECTION WITH THE
CREDIT AGREEMENT DATED AS OF NOVEMBER 29, 2005, AS AMENDED BY THE AMENDMENT NO.
1 DATED AS OF FEBRUARY 24, 2006, THE AMENDMENT NO. 2, ASSIGNMENT AND AGREEMENT
DATED AS OF APRIL 28, 2006,
THE AMENDMENT NO. 3 ENTERED INTO ON MAY 12, 2006
BUT MADE EFFECTIVE AS OF MARCH 31, 2006, AND THE AMENDMENT NO. 4 ENTERED INTO ON
JUNE 30, 2006
AMONG CANO PETROLEUM, INC., THE LENDERS PARTY THERETO FROM TIME
TO TIME, AND UNION BANK OF CALIFORNIA, N.A., AS ADMINISTRATIVE AGENT FOR SUCH
LENDERS AND AS ISSUING LENDER, AS THE SAME MAY BE FURTHER AMENDED, SUPPLEMENTED,
RESTATED, REFINANCED, OR OTHERWISE MODIFIED FROM TIME TO TIME.
(XLVII) "SERIES A PREFERRED STOCK" SHALL MEAN THE SERIES A CONVERTIBLE PREFERRED
STOCK OF THE COMPANY, WITHOUT PAR VALUE PER SHARE.
(XLVIII) "SERIES B PREFERRED STOCK" SHALL MEAN THE SERIES B CONVERTIBLE
PREFERRED STOCK OF THE COMPANY, WITHOUT PAR VALUE PER SHARE.
(XLIX) "SERIES C PREFERRED STOCK" SHALL MEAN THE SERIES C CONVERTIBLE PREFERRED
STOCK OF THE COMPANY, WITHOUT PAR VALUE PER SHARE.
(L) "STATED VALUE" MEANS $1,000.
(LI) "SUBSCRIPTION DATE" MEANS AUGUST 25, 2006.
(LII) "SUBSIDIARIES" SHALL HAVE THE MEANING AS SET FORTH IN THE SECURITIES
PURCHASE AGREEMENT.
(LIII) "SUCCESSOR ENTITY" MEANS THE PERSON, WHICH MAY BE THE COMPANY, FORMED BY,
RESULTING FROM OR SURVIVING ANY FUNDAMENTAL
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TRANSACTION OR THE PERSON WITH WHICH SUCH FUNDAMENTAL TRANSACTION SHALL HAVE
BEEN MADE, PROVIDED THAT IF SUCH PERSON IS NOT A PUBLICLY TRADED ENTITY WHOSE
COMMON STOCK OR EQUIVALENT EQUITY SECURITY IS QUOTED OR LISTED FOR TRADING ON AN
ELIGIBLE MARKET, SUCCESSOR ENTITY SHALL MEAN SUCH PERSON'S PARENT ENTITY.
(LIV) "TAX" MEANS ANY TAX, LEVY, IMPOST, DUTY OR OTHER CHARGE OR WITHHOLDING OF
A SIMILAR NATURE (INCLUDING ANY RELATED PENALTY OR INTEREST).
(LV) "TAX DEDUCTION" MEANS A DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF TAX
FROM A PAYMENT UNDER THIS CERTIFICATE OF DESIGNATIONS.
(LVI) "TRADING DAY" MEANS ANY DAY ON WHICH THE COMMON STOCK ARE TRADED ON THE
PRINCIPAL MARKET, OR, IF THE PRINCIPAL MARKET IS NOT THE PRINCIPAL TRADING
MARKET FOR THE COMMON STOCK, THEN ON THE PRINCIPAL