16,000,000 Trust Units WHITING USA TRUST II UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2012 • Whiting USA Trust II • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2011 • Whiting USA Trust II • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of , 2012 by and between Whiting Petroleum Corporation, a Delaware corporation (the “Company”), and Whiting USA Trust II, 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.
AMENDED AND RESTATED TRUST AGREEMENT OF WHITING USA TRUST II Among WHITING OIL AND GAS CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. and WILMINGTON TRUST, NATIONAL ASSOCIATIONTrust Agreement • March 28th, 2012 • Whiting USA Trust II • Crude petroleum & natural gas • Delaware
This Amended and Restated Trust Agreement of WHITING USA TRUST II, 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 28th day of March, 2012, by and among WHITING OIL AND GAS CORPORATION, a Delaware corporation with its principal office in Denver, Colorado (referred to herein as the “Trustor”), as trustor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association 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 MELLON TRUST COMPANY, N.A., a national association with its principal place of business in New York, New York (the “Bank”), as Trustee (as hereinafter defined).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 28th, 2012 • Whiting USA Trust II • Crude petroleum & natural gas • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is dated as of March 28, 2012 by and between Whiting Oil and Gas Corporation, a Delaware corporation, (the “Company”), and Whiting USA Trust II, a statutory trust formed under the laws of the State of Delaware (the “Trust”).
TRUST AGREEMENT OF WHITING USA TRUST IITrust Agreement • December 16th, 2011 • Whiting USA Trust II • Crude petroleum & natural gas • Delaware
This Trust Agreement of Whiting USA Trust II is entered into effective as of the 5th day of December, 2011 (this “Trust Agreement”), by and among WHITING OIL AND GAS CORPORATION, a Delaware corporation with its principal office in Denver, Colorado (the “Trustor”), as trustor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a banking corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware (“Wilmington Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national association organized under the laws of the State of New York with its principal place of business in New York, New York (the “Bank”), as trustees (collectively referred to herein as the “Trustees”). Trustor and the Trustees hereby agree as follows:
