Kodiak Oil & Gas Corp.Registration Rights Agreement • July 26th, 2013 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
Reference is made to the purchase agreement dated as of July 23, 2013 (the “Purchase Agreement”) among Kodiak Oil & Gas Corp., a Yukon corporation (the “Issuer”), Kodiak Oil & Gas (USA) Inc., a Colorado Corporation, Kodiak Williston, LLC, a Delaware limited liability company, and KOG Finance, LLC, a Delaware limited liability company, as guarantors (the “Subsidiary Guarantors” and together with the Issuer, the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several purchasers named in Schedule A thereto (collectively, the “Purchasers”). The Issuer proposes to issue and sell to the Purchasers, upon the terms set forth in the Purchase Agreement, $400,000,000 aggregate principal amount of its 5.500% Senior Notes due 2022 (the “Initial Securities”) to be unconditionally guaranteed by the Subsidiary Guarantors. The Initial Securities will be issued pursuant to an Indenture, dated as of July 26, 2013 (the “Indenture”) among the Issuer, the
KODIAK OIL & GAS CORP. as Issuer KODIAK OIL & GAS (USA), INC., KOG FINANCE, LLC AND KODIAK WILLISTON, LLC as Guarantors and U.S. BANK NATIONAL ASSOCIATION as Trustee COMPUTERSHARE TRUST COMPANY OF CANADA as Canadian TrusteeIndenture • July 26th, 2013 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
INDENTURE, dated as of July 26, 2013, between Kodiak Oil & Gas Corp., a Yukon corporation, as the Company, the Guarantors party hereto, U.S. Bank National Association, a national banking association, as Trustee, and Computershare Trust Company of Canada, a trust company duly existing under the laws of Canada, as Canadian Trustee.
Kodiak Oil & Gas Corp. PURCHASE AGREEMENTPurchase Agreement • July 26th, 2013 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
