Exhibit 4.5 THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (this "Third Amendment"), dated as of October ___, 2003, is by and among WHITING OIL AND GAS CORPORATION, formerly known as Whiting Petroleum Corporation, a...Credit Agreement • October 17th, 2003 • Whiting Petroleum Corp • Crude petroleum & natural gas
WHITING PETROLEUM CORPORATION (a Delaware corporation) 35,000,000 Shares of Common Stock (Par Value $0.001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2015 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
220,000,000 7 1/4% Senior Subordinated Notes Due 2013Purchase Agreement • April 15th, 2005 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
WHITING PETROLEUM CORPORATION, as Issuer AND WHITING OIL AND GAS CORPORATION WHITING US HOLDING COMPANY WHITING CANADIAN HOLDING COMPANY ULC WHITING RESOURCES CORPORATION, as Guarantors AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee...Indenture • July 5th, 2016 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
INDENTURE dated as of June 29, 2016 among Whiting Petroleum Corporation, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), the Guarantors listed on the signature page hereof, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”, as more fully set forth in Section 1.01).
WHITING PETROLEUM CORPORATION (a Delaware corporation) Senior Subordinated Notes due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2004 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
Whiting Petroleum Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to you (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated May 5, 2004 (the “Purchase Agreement”), $150,000,000 aggregate principal amount of its 7¼% Senior Subordinated Notes due 2012 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, to be dated as of the date hereof (the “Indenture”), among the Issuer, Whiting Oil and Gas Corporation, a Delaware corporation (“Whiting Oil and Gas”), Whiting Programs, Inc., a Delaware corporation (“Whiting Programs” and, collectively with Whiting Oil and Gas, the “Guarantors”), and JPMorgan Chase Bank, as trustee (the “Trustee”). The Issuer and the Guarantors are collectively referred to herein as the “Company”. To satisfy a condition to the obligations of the Initial Purchasers under the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial
WHITING PETROLEUM CORPORATION and COMPUTERSHARE TRUST COMPANY, INC. Rights Agent RIGHTS AGREEMENT Dated as of February 23, 2006Rights Agreement • February 24th, 2006 • Whiting Petroleum Corp • Crude petroleum & natural gas • Delaware
THIS AGREEMENT, dated as of February 23, 2006, between WHITING PETROLEUM CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, INC. (the “Rights Agent”).
EXHIBIT 4.4 SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (this "Second Amendment") is effective as of June 30, 2003 (the "Effective Date"), by and among WHITING PETROLEUM CORPORATION, a Delaware corporation...Credit Agreement • July 25th, 2003 • Whiting Petroleum Holdings Inc
WHITING PETROLEUM CORPORATION (a Delaware corporation) 8,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • January 30th, 2009 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
WHITING PETROLEUM CORPORATION AS ISSUER AND THE SUBSIDIARY GUARANTORS NAMED HEREIN, AS SUBSIDIARY GUARANTORS TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE SENIOR INDENTURE DATED AS OF MARCH 23, 2016Senior Indenture • March 23rd, 2016 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of March 23, 2016, among Whiting Petroleum Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1700 Broadway, Suite 2300, Denver, Colorado 80290, each of the Subsidiary Guarantors (as hereinafter defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).
andFirst Supplemental Indenture • April 15th, 2005 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
WITNESSETH:Credit Agreement • April 15th, 2005 • Whiting Petroleum Corp • Crude petroleum & natural gas
ARTICLE I REPRESENTATIONS AND WARRANTIESMaster Separation Agreement • October 17th, 2003 • Whiting Petroleum Corp • Crude petroleum & natural gas • Wisconsin
WHITING PETROLEUM CORPORATION AS ISSUER AND THE SUBSIDIARY GUARANTORS NAMED HEREIN, AS SUBSIDIARY GUARANTORS TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE SUBORDINATED INDENTURE DATED AS OF MARCH 23, 2016Subordinated Indenture • March 23rd, 2016 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of March 23, 2016, among Whiting Petroleum Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1700 Broadway, Suite 2300, Denver, Colorado 80290, each of the Subsidiary Guarantors (as hereinafter defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).
WHITING PETROLEUM CORPORATION (a Delaware corporation) 7,500,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • November 17th, 2004 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 12, 2018 among WHITING PETROLEUM CORPORATION, as Parent Guarantor, WHITING OIL AND GAS CORPORATION, as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A.,...Credit Agreement • April 13th, 2018 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
THIS SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 12, 2018 is among: Whiting Petroleum Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Parent Guarantor”); Whiting Oil and Gas Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A., Wells Fargo Bank, National Association and Capital One, National Association, as syndication agents for the Lenders (collectively, in such capacity, together with their successors in such capacity, the “Syndication Agents”); and SunTrust Bank, U.S. Bank National Association, ABN AMRO Capital USA LLC and Royal Bank of Canada, as documentation agents for the Lenders (
12,477,500 Trust Units WHITING USA TRUST I UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2008 • Whiting Petroleum Corp • Crude petroleum & natural gas • Florida
WARRANT AGREEMENT between WHITING PETROLEUM CORPORATION, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Dated as of September 1, 2020 Series A Warrants to Purchase Common StockWarrant Agreement • September 1st, 2020 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
This Warrant Agreement (as may be supplemented, amended or amended and restated pursuant to the applicable provisions hereof, this “Agreement”), dated as of September 1, 2020, between Whiting Petroleum Corporation, a Delaware corporation (and any Successor Company (as defined below) that becomes successor to the Company in accordance with Section 15) (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”) and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively, including any successors of such Warrant Agent appointed in accordance with the terms hereof, the “Warrant Agent”). Capitalized terms that are used in this Agreement shall have the meanings set forth in Section 1 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2008 • Whiting Petroleum Corp • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of , 2008 by and between Whiting Petroleum Corporation, a Delaware corporation (the “Company”), and Whiting USA Trust I, a statutory trust formed under the laws of the State of Delaware (the “Trust”). Unless expressly stated otherwise in this Agreement, as used in this Agreement, references to the “Trustee” mean the Trustee as trustee of the Trust and not in its individual capacity.
SECTION 382 RIGHTS AGREEMENT Dated as of March 26, 2020 between WHITING PETROLEUM CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentSection 382 Rights Agreement • March 27th, 2020 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
This Section 382 Rights Agreement (this “Agreement”), dated as of March 26, 2020, is between Whiting Petroleum Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
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 COMPANYTrust Agreement • March 10th, 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 o
WHITING PETROLEUM CORPORATION AS ISSUER AND THE SUBSIDIARY GUARANTORS NAMED HEREIN, AS SUBSIDIARY GUARANTORS TO , AS TRUSTEE SENIOR INDENTURE DATED AS OF , 20___Senior Indenture • May 8th, 2009 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of , 20___, among Whiting Petroleum Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1700 Broadway, Suite 2300, Denver, Colorado 80290, each of the Subsidiary Guarantors (as hereinafter defined) and , a banking corporation duly organized and existing under the laws of the State of , as Trustee (herein called the “Trustee”).
WHITING PETROLEUM CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., As Trustee FIRST SUPPLEMENTAL INDENTURE dated as of March 23, 2016 to SUBORDINATED INDENTURE dated as of March 23,...First Supplemental Indenture • March 23rd, 2016 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
This First Supplemental Indenture, dated as of March 23, 2016 (this “First Supplemental Indenture”), supplements and amends the Subordinated Indenture, dated as of March 23, 2016 (the “Original Indenture”), among Whiting Petroleum Corporation, a Delaware corporation (the “Company”), the Guarantors listed on the signature page hereof and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 8th, 2014 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of the 4th day of December, 2014, among Kodiak Oil & Gas Corp., a Yukon corporation (the “Company”), Kodiak Oil & Gas (USA) Inc., a Colorado corporation (“Kodiak (USA)”), Kodiak Williston, LLC, a Delaware limited liability company (“Kodiak Williston” and, together with Kodiak (USA), the “Subsidiary Guarantors”), U.S. Bank National Association, as trustee (the “Trustee”), Computershare Trust Company of Canada, as Canadian Trustee (the “Canadian Trustee”), Whiting US Holding Company, a Delaware corporation (the “Co-Issuer”), and Whiting Oil and Gas Corporation, a Delaware corporation (the “Affiliate Guarantor”), under the Indenture referred to below.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 20th, 2014 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of the 17th day of October, 2014, among Kodiak Oil & Gas Corp., a Yukon corporation (the “Company”), Kodiak Oil & Gas (USA) Inc., a Colorado corporation (“Kodiak (USA)”), KOG Finance, LLC, a Delaware limited liability company (“KOG Finance”), Kodiak Williston, LLC, a Delaware limited liability company (“Kodiak Williston”), KOG Oil & Gas ULC, a British Columbia unlimited liability company (“KOG ULC”, and collectively with Kodiak (USA), KOG Finance and Kodiak Williston, the “Subsidiary Guarantors”), U.S. Bank National Association, as trustee (the “Trustee”), Computershare Trust Company of Canada, as Canadian Trustee (the “Canadian Trustee”), and Whiting Petroleum Corporation, a Delaware corporation (the “Parent Guarantor”), under the Indenture referred to below.
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • February 25th, 2021 • Whiting Petroleum Corp • Crude petroleum & natural gas • Colorado
This Executive Employment and Severance Agreement (this “Agreement”) is between [Name] (“Executive”) and Whiting Petroleum Corporation (“Whiting” and, together with its subsidiaries, the “Company”) and is effective as of [Date] (the “Effective Date”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 30th, 2008 • Whiting Petroleum Corp • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of ______________, 20__ by and between Whiting Petroleum Corporation, a Delaware corporation (the “Company”), and [INDEMNITEE] (“Indemnitee”).
WHITING PETROLEUM CORPORATION, THE GUARANTOR NAMED ON THE SIGNATURE PAGE HEREOF and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., As Trustee THIRD SUPPLEMENTAL INDENTURE dated as of September 26, 2013 to SENIOR INDENTURE dated as of September 12,...Third Supplemental Indenture • September 26th, 2013 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
This Third Supplemental Indenture, dated as of September 26, 2013 (this “Third Supplemental Indenture”), supplements and amends the Senior Indenture, dated as of September 12, 2013 (the “Original Indenture”), among Whiting Petroleum Corporation, a Delaware corporation (the “Company”), the Guarantor listed on the signature page hereof and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER among OASIS PETROLEUM INC., OHM MERGER SUB INC., NEW OHM LLC, and WHITING PETROLEUM CORPORATION Dated as of March 7, 2022Merger Agreement • March 8th, 2022 • Whiting Petroleum Corp • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 7, 2022 (this “Agreement”), is entered into by and among Oasis Petroleum Inc., a Delaware corporation (“Ohm”), Ohm Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Ohm (“Merger Sub”), New Ohm LLC, a Delaware limited liability company and a wholly owned Subsidiary of Ohm (“LLC Sub”), and Whiting Petroleum Corporation, a Delaware corporation (“Firefly”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT among WHITING OIL AND GAS CORPORATION, as Borrower, WHITING PETROLEUM CORPORATION, as Parent Guarantor, The Financial Institutions Listed on Schedule 2.1 Hereto, as Banks, JPMORGAN CHASE BANK, N.A., as...Credit Agreement • September 1st, 2005 • Whiting Petroleum Corp • Crude petroleum & natural gas • Texas
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of the 31st day of August, 2005, among WHITING OIL AND GAS CORPORATION, a Delaware corporation (“Borrower”), WHITING PETROLEUM CORPORATION, a Delaware corporation (“WPC”), JPMORGAN CHASE BANK, N.A., successor by merger to Bank One, NA (Main Office Chicago), a national banking association, as Administrative Agent (“Administrative Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Syndication Agents (“Syndication Agents”), U.S. BANK NATIONAL ASSOCIATION and FORTIS CAPITAL CORP., as Documentation Agents (“Documentation Agents”), BANK OF SCOTLAND and WELLS FARGO BANK, N.A., as Co-Agents (“Co-Agents”) and the financial institutions listed on Schedule 2.1 hereto as Banks (individually a “Bank” and collectively “Banks”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2017 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated December 27, 2017 (this “Agreement”) is entered into by and among Whiting Petroleum Corporation, a Delaware corporation (the “Company”), Whiting Oil and Gas Corporation, a Delaware corporation (“WOGC”), Whiting US Holding Company, a Delaware corporation (“Whiting US”), Whiting Canadian Holding Company ULC, a British Columbia unlimited liability company (“Whiting Canadian”), Whiting Resources Corporation, a Colorado corporation (together with WOGC, Whiting US and Whiting Canadian, the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), for itself and as representative of the several initial purchasers listed in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”). The Company and the Guarantors are hereinafter referred to collectively as the “Whiting Parties.”
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • February 4th, 2021 • Whiting Petroleum Corp • Crude petroleum & natural gas • Colorado
This Executive Employment and Severance Agreement (this “Agreement”) is between James P. Henderson (“Executive”) and Whiting Petroleum Corporation (“Whiting” and, together with its subsidiaries, the “Company”) and is effective as of February 2, 2021 (the “Effective Date”).
WHITING PETROLEUM CORPORATION AS ISSUER AND THE SUBSIDIARY GUARANTORS NAMED HEREIN, AS SUBSIDIARY GUARANTORS TO , AS TRUSTEE SUBORDINATED INDENTURE DATED AS OF , 20Subordinated Indenture • May 8th, 2009 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of , 20___, among Whiting Petroleum Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1700 Broadway, Suite 2300, Denver, Colorado 80290, each of the Subsidiary Guarantors (as hereinafter defined) and , a banking corporation duly organized and existing under the laws of the State of , as Trustee (herein called the “Trustee”).
WHITING PETROLEUM CORPORATION RESTRICTED STOCK AGREEMENT (Officer Form)Restricted Stock Agreement • February 27th, 2020 • Whiting Petroleum Corp • Crude petroleum & natural gas • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of [•], 20[•] by and between Whiting Petroleum Corporation, a Delaware corporation with its principal offices at Denver, Colorado (the “Company”), and the non-employee director or key employee of the Company or one of its affiliates whose signature is set forth on the signature page hereof (the “Participant”).
WHITING PETROLEUM CORPORATION (a Delaware corporation) $1,000,000,000 Aggregate Principal Amount ofPurchase Agreement • December 13th, 2017 • Whiting Petroleum Corp • Crude petroleum & natural gas • New York
Whiting Petroleum Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom J.P. Morgan Securities LLC (“J.P. Morgan Securities”) is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amount of the Company’s 6.625% Senior Notes due 2026 (the “Notes”), set forth in said Schedule A. The Notes will be guaranteed (collectively, the “Guarantees”) by Whiting Oil and Gas Corporation, a Delaware corporation (“WOGC”), Whiting US Holding Company, a Delaware corporation (“Whiting US”), Whiting Canadian Holding Company ULC, a British Columbia unlimited liability company (“Whiting Canadian”), and Whiting Resources Corporation, a Colorado corporation (“Whiting Resources” and, together with WOGC and
WHITING PETROLEUM CORPORATION And the Guarantors named herein SUPPLEMENTAL INDENTURE AND AMENDMENT – SUBSIDIARY GUARANTEE DATED AS OF DECEMBER 11, 2014 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TrusteeSupplemental Indenture and Amendment – Subsidiary Guarantee • December 12th, 2014 • Whiting Petroleum Corp • Crude petroleum & natural gas
This SUPPLEMENTAL INDENTURE, dated as of December 11, 2014 is among Whiting Petroleum Corporation, a Delaware corporation (the “Company”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.
