0001104659-09-058141 Sample Contracts

VENOCO, INC. THE GUARANTORS PARTIES HERETO, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 11.50% Senior Notes due 2017
Indenture • October 7th, 2009 • Venoco, Inc. • Crude petroleum & natural gas • New York

INDENTURE dated as of October 7, 2009, among VENOCO, INC., a Delaware corporation (the “Company”), the GUARANTORS (as defined herein) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

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Venoco, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the entities listed on Schedule 1
Exchange and Registration Rights Agreement • October 7th, 2009 • Venoco, Inc. • Crude petroleum & natural gas • New York

Venoco, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $150,000,000 in aggregate principal amount of its 11.50% Senior Notes due 2017, which are unconditionally guaranteed by the entities listed on Schedule 1 hereto (the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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