0000950134-08-006466 Sample Contracts

12,477,500 Trust Units WHITING USA TRUST I UNDERWRITING AGREEMENT
Underwriting Agreement • April 11th, 2008 • Whiting Petroleum Corp • Crude petroleum & natural gas • Florida
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AMENDED AND RESTATED TRUST AGREEMENT OF WHITING USA TRUST I Among WHITING OIL AND GAS CORPORATION and EQUITY OIL COMPANY and THE BANK OF NEW YORK TRUST COMPANY, N.A. and WILMINGTON TRUST COMPANY
Trust Agreement • April 11th, 2008 • Whiting Petroleum Corp • Crude petroleum & natural gas • Delaware

This Amended and Restated Trust Agreement of WHITING USA TRUST I, a Delaware statutory trust created pursuant to the Organizational Trust Agreement (hereinafter defined) and continued and administered under the terms of this Agreement (hereinafter defined) (the “Trust”), is entered into effective as of the ___ day of , 2008, by and among WHITING OIL AND GAS CORPORATION, a Delaware corporation with its principal office in Denver, Colorado, and EQUITY OIL COMPANY, a Colorado corporation with its principal office in Denver, Colorado (collectively referred to herein as the “Trustors”), as trustors, and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware and its successors and assigns (“Wilmington Trust”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national association organized under the laws of the State of New York with its principal place of

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