Kodiak Oil & Gas Corp. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2012 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
Kodiak Oil & Gas Corp., a Yukon Territory corporation (the “Issuer”), proposes to issue and sell to RBC Capital Markets, LLC, Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated May 14, 2012 (the “Purchase Agreement”), $150,000,000 aggregate principal amount of its 8.125% Senior Notes due 2019 (the “Initial Securities”) to be unconditionally guaranteed (the “Subsidiary Guarantee”) by Kodiak Oil & Gas (USA) Inc. (the “Subsidiary Guarantor” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 23, 2011 (the “Indenture”) among the Company, the Subsidiary Guarantor named therein, U.S. Bank National Association, as trustee (the “Trustee”) and Computershare Trust Company of Canada, as Canadian trustee. The Company, the Initial Purchasers and KeyBanc Capital Markets Inc. are also each party to that certain
Kodiak Oil & Gas Corp. PURCHASE AGREEMENTPurchase Agreement • May 17th, 2012 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Among KODIAK OIL & GAS (USA) INC. as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders Signatory Hereto Dated as of May 11, 2012Credit Agreement • May 17th, 2012 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
This Fifth Amendment to Amended and Restated Credit Agreement (this “Fifth Amendment”) effective as of the Fifth Amendment Effective Date (as defined below) is among Kodiak Oil & Gas (USA) Inc., a Colorado corporation (the “Borrower”), each of the Lenders that is a signatory hereto and Wells Fargo Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).
