0001104659-11-007656 Sample Contracts

Venoco, Inc. 87/8% Senior Notes due 2019 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the entities listed on Schedule 1
Venoco, Inc. • February 16th, 2011 • 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) $500,000,000 in aggregate principal amount of its 87/8% Senior Notes due 2019, 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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VENOCO, INC. THE GUARANTORS PARTIES HERETO, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 8.875% Senior Notes due 2019
Venoco, Inc. • February 16th, 2011 • Crude petroleum & natural gas • New York

INDENTURE dated as of February 15, 2011, 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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