0001104659-10-060937 Sample Contracts

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT made by each of the Grantors (as defined herein) in favor of WELLS FARGO ENERGY CAPITAL, INC., as Administrative Agent Dated as of November 30, 2010
Guarantee and Collateral Agreement • December 2nd, 2010 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • Colorado

This SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 30, 2010, is made by KODIAK OIL & GAS (USA) INC., a Colorado corporation (the “Borrower”) and each of the other signatories hereto other than the Administrative Agent (the Borrower and each of the other signatories hereto other than the Administrative Agent, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Grantors”), in favor of WELLS FARGO ENERGY CAPITAL, INC., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to that certain Second Lien Credit Agreement, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent, and the other Agents party thereto.

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SECOND LIEN GUARANTEE AND PLEDGE AGREEMENT made by Kodiak Oil & Gas Corp. in favor of WELLS FARGO ENERGY CAPITAL, INC., as Administrative Agent Dated as of November 30, 2010
Guarantee and Pledge Agreement • December 2nd, 2010 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • Colorado

This SECOND LIEN GUARANTEE AND PLEDGE AGREEMENT, dated as of November 30, 2010, is made by KODIAK OIL & GAS CORP., a corporation continued under the laws of Yukon Territories, Canada, (the “Guarantor”), in favor of WELLS FARGO ENERGY CAPITAL, INC., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to that certain Second Lien Credit Agreement, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent, and the other Agents party thereto.

SECOND LIEN CREDIT AGREEMENT dated as of November 30, 2010 among KODIAK OIL & GAS (USA) INC., as Borrower, WELLS FARGO ENERGY CAPITAL, INC., as Administrative Agent, and The Lenders Party Hereto
Second Lien Credit Agreement • December 2nd, 2010 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • Colorado

THIS SECOND LIEN CREDIT AGREEMENT dated as of November 30, 2010, is among: Kodiak Oil & Gas (USA) Inc., a corporation duly formed and existing under the laws of the State of Colorado (the “Borrower”); each of the Lenders from time to time party hereto; and Wells Fargo Energy Capital, Inc., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

FIRST AMENDMENT TO CREDIT AGREEMENT Among KODIAK OIL & GAS (USA) INC. as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders Signatory Hereto Effective as of November 30, 2010
Credit Agreement • December 2nd, 2010 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • Colorado

This First Amendment to Credit Agreement (this “First Amendment”) executed effective as of November 30, 2010 (the “First Amendment Effective Date”) 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”).

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