0001104659-12-047400 Sample Contracts

SM Energy Company, as Issuer and U.S. Bank National Association, as Trustee INDENTURE Dated as of June 29, 2012 6½% Senior Notes due 2023
Indenture • July 3rd, 2012 • SM Energy Co • Crude petroleum & natural gas • New York

INDENTURE (this “Indenture”), dated as of June 29, 2012, by and between SM Energy Company, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 3rd, 2012 • SM Energy Co • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT, dated June 29, 2012 (this “Agreement”), is entered into by and among SM Energy Company, a Delaware corporation (the “Company”), and the several Initial Purchasers listed in Schedule A to the Purchase Agreement (defined below) (collectively, the “Initial Purchasers”) for whom Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”).

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